--- schema_version: "secwatch.filing_event.v1" accession: "0001454938-26-000039" form_type: "8-K" ticker: "TEAD" cik: "0001454938" company_name: "Teads Holding Co." filed_at: "2026-05-15T20:05:10+00:00" generated_at: "2026-05-15T20:09:11.864553+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Teads stockholders approve reverse stock split; board authorized ratio 1:5–1:25 ## Summary - Elected Dexter Goei, Yaffa Krindel, Mark Mullen, Arne Wolter as Class II directors; each received >64M votes for. - Advisory say-on-pay passed with 64.2M for vs 8.2M against; frequency set to 1 year (72.1M votes). - Ratified KPMG as independent auditor for fiscal 2026: 84.6M for, 0.2M against. - Approved reverse stock split amendment (84.3M for); board may set ratio between 1:5 and 1:25 at its discretion. ## SEC filing metadata - accession: 0001454938-26-000039 - form_type: 8-K - ticker: TEAD - cik: 0001454938 - company_name: Teads Holding Co. - filed_at: 2026-05-15T20:05:10+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000039/0001454938-26-000039-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000039/tead-20260514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001454938-26-000039 - JSON: https://secwatch.observer/filing/0001454938-26-000039.json - Plain text: https://secwatch.observer/filing/0001454938-26-000039.txt ## Key facts - Shareholder Votes Teads Holding Co. shareholders approved Reverse Stock Split at the 2026-05-14 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2026-05-14 source text: To adopt and approve an amendment to Teads Holding Co. Thirteenth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued shares of common stock at a ratio within the range of 1-for-5 to 1-for-25, without reducing the authorized number of shares, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Board of Directors, without further approval or authorization of the Company’s stockholders: For Against Abstain 84,267,163 559,081 70,922 evidence_url: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000039/0001454938-26-000039-index.htm - Shareholder Votes Teads Holding Co. shareholders approved Non-Binding Advisory Vote on the Compensation of our Named Executive Officers at the 2026-05-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-14 source text: To approve, on an advisory basis, the compensation of our named executive officers, described in the proxy statement: For Against Abstain Broker Non-Votes 64,163,830 8,225,154 44,172 12,464,010 evidence_url: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000039/0001454938-26-000039-index.htm - Shareholder Votes Teads Holding Co. shareholders approved Election of Dexter Goei as a Class II director at the 2026-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-14 source text: To elect Dexter Goei as a Class II director of the Company to serve for a three-year term until the 2029 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified: For Withhold Broker Non-Votes 66,203,787 6,229,369 12,464,010 evidence_url: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000039/0001454938-26-000039-index.htm - Shareholder Votes Teads Holding Co. shareholders approved Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers at the 2026-05-14 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2026-05-14 source text: To cast an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 72,126,473 28,848 262,992 14,843 12,464,010 evidence_url: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000039/0001454938-26-000039-index.htm - Shareholder Votes Teads Holding Co. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2026-05-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-14 source text: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026: For Against Abstain 84,590,327 210,917 95,922 evidence_url: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000039/0001454938-26-000039-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.