--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-028367" form_type: "8-K" ticker: "TBLA" cik: "0001840502" company_name: "Taboola.com Ltd." filed_at: "2023-06-05T23:59:59+00:00" generated_at: "2026-06-14T07:33:06.036405+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Taboola shareholders approve CEO compensation amendment; re-elect three directors ## Summary - CEO Adam Singolda's max annual grant raised to the higher of 900% base salary or 0.50% of market cap from prior 0.10% of 60-day avg. - Special bonus up to 200% of CEO annual base salary authorized for special achievements. - Shareholders approved advisory executive compensation and set annual frequency for future advisory votes. - Re-elected Class II directors Nechemia J. Peres, Richard Scanlon, and Gilad Shany. - Approved CEO closing bonus, NEO performance bonuses, and re-appointed Ernst & Young as auditor for 2023. ## SEC filing metadata - accession: 0001140361-23-028367 - form_type: 8-K - ticker: TBLA - cik: 0001840502 - company_name: Taboola.com Ltd. - filed_at: 2023-06-05T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/0001140361-23-028367-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/brhc20053987_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-028367 - JSON: https://secwatch.observer/filing/0001140361-23-028367.json - Plain text: https://secwatch.observer/filing/0001140361-23-028367.txt ## Key facts - Shareholder Votes Taboola.com Ltd. shareholders approved Approval of compensation and amended compensation terms for our Chief Executive Officer (and director) at the 2023-06-01 meeting. - Outcome: passed - Meeting: 2023-06-01 source text: Proposal 5: Approval of compensation and amended compensation terms for our Chief Executive Officer (and director) For Against Abstain Broker Non-Votes 164,898,266 17,379,592 831,921 30,672,403 evidence_url: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/0001140361-23-028367-index.htm - Shareholder Votes Taboola.com Ltd. shareholders approved Approval of a closing bonus and performance based cash bonus for our Chief Executive Officer (and director) and performance based cash bonuses for certain of our Named Executive Officers at the 2023-06-01 meeting. - Outcome: passed - Meeting: 2023-06-01 source text: Proposal 4: Approval of a closing bonus and performance based cash bonus for our Chief Executive Officer (and director) and performance based cash bonuses for certain of our Named Executive Officers For Against Abstain Broker Non-Votes 165,745,631 17,101,410 262,738 30,672,403 evidence_url: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/0001140361-23-028367-index.htm - Shareholder Votes Taboola.com Ltd. shareholders approved Approval and re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and until the next annual general meeting of shareholders at the 2023-06-01 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-01 source text: Proposal 6: Approval and re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2023 and until the next annual general meeting of shareholders For Against Abstain Broker Non-Votes 213,061,472 466,049 254,661 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/0001140361-23-028367-index.htm - Shareholder Votes Taboola.com Ltd. shareholders approved Re-election of three Class II directors at the 2023-06-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-01 source text: Proposal 1: Re-election of three Class II directors For Against Abstain Broker Non-Votes Nechemia J. Peres 123,636,073 41,914,573 17,559,133 30,672,403 Richard Scanlon 168,760,623 14,075,793 273,363 30,672,403 Gilad Shany 164,164,414 18,713,040 232,325 30,672,403 evidence_url: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/0001140361-23-028367-index.htm - Shareholder Votes Taboola.com Ltd. shareholders approved Advisory proposal on executive compensation at the 2023-06-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-01 source text: Proposal 2: Advisory proposal on executive compensation For Against Abstain Broker Non-Votes 167,736,465 14,261,456 1,111,858 30,672,403 evidence_url: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/0001140361-23-028367-index.htm - Shareholder Votes Taboola.com Ltd. shareholders voted on Advisory vote on the frequency of future advisory proposals on executive compensation at the 2023-06-01 meeting. - Proposal: say on pay frequency - Meeting: 2023-06-01 source text: Proposal 3: Advisory vote on the frequency of future advisory proposals on executive compensation One Year Two Years Three Years Abstain Broker Non-Votes 182,706,021 15,914 316,086 71,758 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1840502/000114036123028367/0001140361-23-028367-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.