DEF 14A: Outbrain Inc. Announces Details for 2024 Annual Stockholders Meeting

Outbrain Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 13, 2024, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• Outbrain Inc. will hold its 2024 Annual Meeting of Stockholders on Thursday, June 13, 2024, at 9:00 a.m. Eastern Time, in a virtual-only format.
• Stockholders will vote to elect three Class III directors (Shlomo Dovrat, Yaron Galai, and David Kostman) for a three-year term expiring at the 2027 Annual Meeting.
• They will also vote to ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors unanimously recommends voting in favor of the director nominees and the ratification of KPMG LLP.
• The record date for determining stockholders eligible to vote is April 15, 2024.
• As of the record date, 48,948,199 shares of common stock were outstanding and entitled to vote.
• The company is providing access to proxy materials via the internet, with a Notice of Internet Availability of Proxy Materials being mailed to stockholders starting on or about April 29, 2024.
• Stockholders can vote online, by telephone, or by mail, or at the virtual meeting.
• A quorum requires the presence of holders of at least one-third of the company's outstanding shares of common stock.
• Directors are elected by a plurality of the votes cast, while ratification of the accounting firm requires the affirmative vote of a majority of shares present and entitled to vote.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, outlining the details of the upcoming annual meeting. The tone is professional and straightforward, with a positive outlook on corporate governance and sustainability initiatives.

Positives

• The Board of Directors is actively engaged in risk oversight through various committees.
• The company has adopted a Code of Business Conduct and Ethics and Corporate Governance Guidelines.
• Outbrain is committed to diversity, equity, and inclusion, with a formalized DE&I Council and Employee Resource Groups.
• The company is taking steps to address sustainability, including partnerships with Cedara and Scope3 to measure and reduce carbon emissions.
• Outbrain has a hybrid working environment that empowers employees and reduces emissions from commuting.
• The company has adopted a Clawback Policy to recover certain excess incentive compensation in the event of accounting restatements or misconduct.

Negatives

• The company's performance score was 68% for bonus payouts in 2023, indicating that financial metrics were not fully met.
• The company is an emerging growth company and a smaller reporting company, which means it has reduced public company reporting requirements.

Risks

• The proxy statement does not explicitly detail specific risks facing the company.
• The company's reliance on key personnel and the potential loss of such personnel could pose a risk.
• The company operates in a competitive and rapidly changing market, which could impact its financial performance.
• The company's ability to attract, develop, and retain qualified executives is critical to its success.

Future Outlook

The company's ongoing stockholder engagement and commitment to long-term value creation will continue to inform the Board's deliberations in 2024 and beyond.

Management Comments

• David Kostman, Chief Executive Officer, encourages stockholders to read the Proxy Statement and vote their shares as soon as possible.
• The Board believes that the classified Board structure is appropriate for the Company at this time, providing stability, continuity and experience among our Board.

Industry Context

The document does not provide specific details on how Outbrain's announcements relate to broader industry trends or competitors.

Management Changes

Corporate Governance

Related Party Transactions

• In 2020, Outbrain sold the assets underlying its Listory division to Listory Inc., in which Yaron Galai, Outbrain's Co-Founder and Co-Chief Executive Officer, owned approximately 20% of the stock and served as its executive chairman.
• Outbrain is a party to a transition services agreement with Listory Inc., pursuant to which Outbrain has incurred expenses totaling approximately $146,442 in the year ended December 31, 2023 and approximately $53,654 in the three months ended March 31, 2024.

Stakeholder Impact

• The election of directors and ratification of the accounting firm directly impact shareholders.
• The company's commitment to DE&I and sustainability initiatives impacts employees, customers, and the broader community.
• Executive compensation policies and the Clawback Policy impact executive officers and shareholders.

Next Steps

• Stockholders are encouraged to vote their shares in advance of the Annual Meeting.
• The Board will continue to monitor and assess strategic risk exposure.
• The company will continue to evolve its approach to sustainability and DE&I.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Stockholders, Election of Directors, KPMG, Corporate Governance, Executive Compensation, Sustainability, DE&I