DEF 14A: Taboola Sets Date for 2024 Annual General Meeting, Outlines Key Proposals

Taboola will hold its 2024 Annual General Meeting of Shareholders on May 28, 2024, featuring proposals for director re-election, executive compensation, director compensation, and auditor re-appointment.

Summary

• Taboola.com Ltd. will hold its 2024 Annual General Meeting of Shareholders on May 28, 2024, virtually.
• Shareholders will vote on the re-election of three Class III directors, an advisory proposal on executive compensation, an increase to non-employee director compensation, and the re-appointment of Kost, Forer, Gabbay & Kasierer as the independent registered public accounting firm for the year ending December 31, 2024.
• The Board of Directors unanimously recommends voting FOR each of the proposals.
• The record date for determining shareholders entitled to vote is April 19, 2024.
• The proxy statement also includes information on corporate governance, executive compensation, related party transactions, and security ownership.
• In 2023, Taboola's revenue was $1,439.7 million, gross profit was $425.6 million, net loss was $82.0 million, and adjusted EBITDA was $98.7 million.
• The company returned approximately $55 million of capital to shareholders as part of its share buyback program in 2023.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily providing factual information about the upcoming annual meeting and proposals. While the financial results show a net loss, the document focuses on governance and shareholder engagement.

Positives

• The Board is actively engaged with shareholders and values their feedback.
• Taboola has a majority independent Board and independent Board committees.
• The company maintains a clawback policy that complies with SEC rules.
• Taboola returned $55 million to shareholders through a share buyback program in 2023.
• Taboola News revenue grew to over $100 million in 2023.
• The company is focused on promoting wellness and diversity within the organization.
• Taboola has a strong external reputation, leading to a quarterly average of over 20,000 candidates applying to work at Taboola in 2023.

Negatives

• Taboola reported a net loss of $82.0 million in 2023.
• Gross profit decreased from $464.3 million in 2022 to $425.6 million in 2023.
• Adjusted EBITDA decreased from $156.7 million in 2022 to $98.7 million in 2023.

Risks

• The proxy statement contains forward-looking statements that are subject to risks and uncertainties.
• Important factors that may affect future results and outcomes are set forth in the 2023 Annual Report on Form 10-K and subsequent SEC filings.
• The company operates in the highly competitive advertising technology industry.

Future Outlook

The proxy statement contains forward-looking statements and encourages investors to read the company's filings, particularly the sections on risk factors, for additional information.

Management Comments

• The Board of Directors unanimously recommends that you vote FOR each of the proposals listed in the Notice.
• We believe that effective corporate governance includes regular, constructive conversations with our shareholders, and we value our shareholders continued feedback and opinions.

Industry Context

Taboola operates in the competitive advertising technology industry, competing with walled gardens such as Facebook, Google, and Amazon.

Comparison to Industry Standards

• The Compensation Committee reviews market data of companies that are comparable to Taboola.
• The peer group for 2023 compensation decisions consisted of 15 companies within the adtech and broader technology sectors, including Wix.com Ltd., New Relic, Inc., and Magnite, Inc.
• The peer group had median revenues of approximately $557 million and a median enterprise value of approximately $1.5 billion.

Related Party Transactions

• The Company issued 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares to Yahoo, and granted Yahoo the right to appoint one representative to the Company's board of directors.
• For the year ended December 31, 2023, the Company recorded revenues from Yahoo in the amount of $40,902 (in thousands).
• The Company recorded traffic acquisition costs related to Yahoo for the year ended December 31, 2023, in the amount of $45,183 (in thousands).
• As of December 31, 2023, the Companys balances of trade receivables from Yahoo were $12,297 (in thousands), and its balances of trade payables to Yahoo were $38,657 (in thousands).
• The Company recognized $3,650 (in thousands) of expenses, net for the year ended December 31, 2023 related to the Omnibus Agreement with Yahoo.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Employees are impacted by the company's human capital policies and compensation practices.
• The company's performance and strategic initiatives impact its customers and partners.

Next Steps

• Shareholders should review the proxy materials and vote on the proposals.
• Shareholders can attend the virtual Annual General Meeting on May 28, 2024.
• The Board will consider the outcome of the advisory vote on executive compensation when making future compensation arrangements.
• The company will continue to engage with shareholders and consider their feedback.

Key Dates

Keywords

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