DEF: Taboola's 2025 Annual General Meeting: Shareholders to Vote on Director Re-election, Executive Compensation, and Auditor Appointment

Taboola's 2025 Annual General Meeting will address the re-election of a Class I director, executive compensation, an amendment to the CEO's compensation, and the re-appointment of the independent auditor.

Summary

• Taboola.com Ltd. will hold its 2025 Annual General Meeting of Shareholders on June 4, 2025, virtually.
• Shareholders will vote on several key proposals, including the re-election of Erez Shachar as a Class I director, an advisory vote on executive compensation, and an amendment to the compensation terms for the CEO.
• The re-appointment of Kost, Forer, Gabbay & Kasierer as the company's independent registered public accounting firm for the year ending December 31, 2025, is also on the agenda.
• The Board of Directors unanimously recommends voting FOR all proposals.
• In 2024, Taboola's revenue was $1,766.2 million, gross profit was $534.2 million, and adjusted EBITDA was $200.9 million.
• The company's Board will be reduced from 9 to 7 members following the Annual Meeting.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting revenue growth and strategic initiatives. However, it also includes forward-looking statements with inherent risks and uncertainties, warranting a balanced sentiment score.

Positives

• The Board of Directors is committed to effective corporate governance and independent oversight.
• Taboola maintains regular, constructive conversations with its shareholders and values their feedback.
• The company has a strong focus on environmental, social, and governance (ESG) matters.
• Taboola's executive compensation program is designed to align the interests of executives with those of shareholders.
• The company has implemented a share buyback program to mitigate dilution.
• Taboola achieved Adjusted EBITDA of $200.9 million and ex-TAC Gross Profit of $667.5 million in 2024.
• The company's strong external reputation led to a quarterly average of over 25,000 candidates applying to work at Taboola in 2024.
• In 2024, 45% of new hires were women, and 24% of those women were hired into technical positions.

Risks

• The proxy statement contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially.
• Important factors that may affect future results and outcomes are set forth in Taboola's 2024 Annual Report and subsequent SEC filings.

Future Outlook

The company is focused on expanding beyond native advertising with its new Realize platform, aiming for performance outcomes at scale beyond search and social media.

Management Comments

• The Board believes that having an independent Chair provides strong independent leadership and oversight for the Company and our Board.
• The separation of the Chair and CEO positions allows our independent Chair to focus on the governance of our Board, Board meeting agenda planning, the recruitment of new directors and Board committee responsibilities.
• This structure allows our CEO to focus his attention on the business and execution of the Company's strategy.

Industry Context

Taboola operates in the competitive advertising technology industry, competing with major search and social media platforms like Meta, Google, and Amazon. The company differentiates itself by focusing on performance advertising outside of these walled gardens, partnering with digital properties to provide monetization and audience growth opportunities.

Comparison to Industry Standards

• The 2024 peer group for compensation decisions included companies like Digital Turbine, DoubleVerify Holdings, Fiverr International, and Magnite, Inc.
• These companies had median revenues of approximately $534 million and a median enterprise value of approximately $1.15 billion.
• Taboola's executive compensation program aims to be competitive with these peers, calibrating award levels between the market median and 75th percentile.

Management Changes

Related Party Transactions

• The Company is party to certain Transaction-related agreements with Yahoo, pursuant to which the Company issued Ordinary shares and Non-voting Ordinary shares to Yahoo.
• In June 2024, the Company repurchased 988,296 of the Non-voting Ordinary shares from Yahoo for $4,022 as part of the Companys share buyback program.
• For the year ended December 31, 2024, the Company recorded revenues from Yahoo in the amount of $233,640, representing approximately 13% of the Company's total revenue.
• The Company recorded traffic acquisition costs related to Yahoo for the year ended December 31, 2024, in the amount of $275,539.
• On February 24, 2025, the Company and Yahoo entered into a Share Repurchase Agreement, allowing the Company to conduct weekly repurchases of Yahoo's Non-voting Ordinary shares.
• Through April 21, 2025, the Company has purchased a total of 6,739,907 Non-voting Ordinary shares from Yahoo for approximately $19.6 million.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key proposals that will shape the company's direction and governance.
• Employees are valued as the company's most valuable asset, with a focus on diversity, inclusion, and wellness.
• Advertisers benefit from Taboola's performance advertising technology, which delivers measurable outcomes at scale.
• Digital property partners rely on Taboola for monetization and audience growth.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote on the proposals.
• The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The Compensation Committee will continue to evaluate the Company's equity compensation program and may introduce performance-based metrics for a portion of annual NEO equity grants.

Key Dates

Keywords

Annual General Meeting, Proxy Statement, Executive Compensation, Board of Directors, Shareholders, Corporate Governance, Director Election, Independent Auditor, Taboola