Similarweb details proposed CEO grant of about $10M
The supplemental disclosure leaves Proposal 1 and the November 16, 2026 meeting unchanged, and proxies already submitted remain valid unless properly revoked or changed.
Sentiment and the balance of points
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Form Type
6-K
Rhea-AI Filing Summary
Similarweb Ltd. supplemented its proxy disclosure on the proposed compensation terms for new Chief Executive Officer Michael Akkerman, adding peer-group benchmarking and clarifying the Compensation Policy’s equity-grant limit.
The compensation peer group has 19 companies, with 11 non-founder CEO peers used for benchmarking. Mr. Akkerman’s cash compensation is positioned at approximately the 25th to 50th percentile of those peers, and his sign-on equity allocation at approximately the 25th percentile. The on-target grant represents approximately 1.25% of the Company’s capitalization on a fully diluted basis; the proposed grant is approximately $10,000,000, with full overachievement of $14,500,000.
The supplement says the proposed grant is within the policy limits it identifies as the higher of $11,000,000 or approximately $14,700,000. It does not change Proposal 1 or the November 16, 2026 meeting. Previously submitted proxies remain valid unless properly revoked or changed, and the Board continues to unanimously recommend voting “FOR” Proposal 1.
Key Figures
Compensation peer group: 19 companies
CEO Benchmark Peers: 11 companies
Cash compensation positioning: Approximately the 25th to 50th percentile
+5 more
8 metrics
Compensation peer group
19 companies
Peer group originally developed in January 2025
CEO Benchmark Peers
11 companies
Non-founder CEO subset used for benchmarking
Cash compensation positioning
Approximately the 25th to 50th percentile
Among the CEO Benchmark Peers
Sign-on equity allocation positioning
Approximately the 25th percentile
Relative to peer grants to newly hired chief executive officers
On-target grant as a share of capitalization
Approximately 1.25%
On a fully diluted basis as of the date of the employment agreement
Proposed on-target equity grant
Approximately $10,000,000
Proposed compensation for the new CEO
Full overachievement equity grant
$14,500,000
Proposed CEO equity grant
Compensation Policy limits
Higher of $11,000,000 or approximately $14,700,000
Limits identified for initial equity-based compensation for a newly recruited CEO
Key Terms
CEO Benchmark Peers, fully diluted basis, on-target equity grant, full overachievement, +1 more
5 terms
CEO Benchmark Peers financial
"the subset of the Peer Group with non-founder chief executive officers"
fully diluted basis financial
"approximately 1.25% of the Company’s capitalization on a fully diluted basis"
A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.
on-target equity grant financial
"The proposed on-target equity grant of approximately $10,000,000"
full overachievement financial
"with full overachievement of $14,500,000"
fair market value financial
"0.5% of the Company’s fair market value at the time of approval"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much equity compensation is proposed for Similarweb CEO Michael Akkerman?
The proposed on-target equity grant is approximately $10,000,000, with full overachievement of $14,500,000. Similarweb states that the grant is within policy limits it identifies as the higher of $11,000,000 or approximately $14,700,000.
How many companies were used to benchmark SMWB CEO compensation?
The compensation peer group consists of 19 companies, and the CEO benchmarking focused on a subset of 11 companies with non-founder chief executive officers. The peer group was selected based on industry, geography, revenues and market capitalization.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FORM 6-K
___________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2026
Commission File Number: 001-40394
___________________________
Similarweb Ltd.
(Translation of registrant’s name into English)
___________________________
33 Yitzhak Rabin Rd.,
Givatayim 5348303, Israel
(Address of principal executive offices)
___________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
SUPPLEMENTAL PROXY DISCLOSURE
On November 3, 2026, Similarweb Ltd. (the “Company”) issued a supplemental disclosure relating to the Company’s proxy statement, dated October 8, 2026 (the “Proxy Statement”), furnished to the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Report on Form 6-K on October 8, 2026, in connection with the Company’s Special General Meeting of Shareholders to be held on November 16, 2026 (the “Meeting”). The supplemental disclosure is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The supplemental disclosure does not amend or modify the proposal to be voted on at the Meeting nor the date of the Meeting or its record date, and no action is required by shareholders who have already voted. Proxies already submitted remain valid and will be voted at the Meeting unless properly revoked or changed in the manner described in the Proxy Statement.
This Report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (Registration Nos. 333-256324, 333-264307, 333-270793, 333-277449, 333-285314 and 333-293912).
EXHIBIT INDEX
| Exhibit No. | Description | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
99.1 | Supplement to Proxy Statement for the Special General Meeting of Shareholders to be held on November 16, 2026, dated November 3, 2026. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Similarweb Ltd. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Date: November 3, 2026 | By: | /s/ Ran Vered | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ran Vered Chief Financial Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exhibit 99.1
Similarweb Ltd.
33 Yitzhak Rabin Rd.
Givatayim, 5348303, Israel
33 Yitzhak Rabin Rd.
Givatayim, 5348303, Israel
SUPPLEMENT TO PROXY STATEMENT FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS
Dated November 3, 2026
This supplement (this “Supplement”) supplements the proxy statement of Similarweb Ltd. (the “Company,” “we” or “our”), dated October 8, 2026 (the “Proxy Statement”), furnished in connection with the solicitation of proxies on behalf of the Company’s Board of Directors (the “Board”) for use at the Company’s Special General Meeting of Shareholders, to be held on November 16, 2026 (the “Meeting”). This Supplement should be read in conjunction with the Proxy Statement. Capitalized terms used but not defined herein have the meanings given to them in the Proxy Statement. Except as specifically supplemented by the information contained herein, all information set forth in the Proxy Statement remains unchanged.
Supplemental Disclosure Regarding Compensation Peer Group (Proposal 1)
In order to enhance the transparency of the basis upon which the proposed compensation terms of Michael Akkerman, the Company’s new Chief Executive Officer, were determined, the Company is providing additional information regarding the peer group used by Aon in benchmarking such compensation terms. The following disclosure supplements the subsection captioned “Proposal 1 – Approval of Compensation Terms for the Company’s New Chief Executive Officer – Background” of the Proxy Statement by adding the following paragraphs immediately after the sentence reading “Based on Aon’s benchmarking against a comparable peer group of publicly traded technology companies, the proposed compensation terms fall within approximately the 25th to 50th percentile of such peer group.”:
Compensation Peer Group. The Company’s compensation peer group of 19 companies (the “Peer Group”) was originally developed in January 2025 and approved by the Company’s independent Compensation Committee. Peer companies were selected based on industry (software), geography (United States and Israel), revenues (between $100 million and $750 million) and market capitalization (between $300 million and $4 billion), based on the Company’s financial position at that time (a market capitalization of approximately $1.2 billion and revenues of approximately $241 million).
CEO Benchmarking. For purposes of benchmarking Mr. Akkerman’s compensation terms, Aon focused on the subset of the Peer Group with non-founder chief executive officers, representing approximately 60% of the Peer Group (the “CEO Benchmark Peers”), consisting of 11 companies. At the time the benchmarking was conducted, the revenues of the CEO Benchmark Peers ranged from approximately $150 million to $900 million, and their median market capitalization was approximately $615 million, reflecting a reasonable range relative to the Company’s revenues and valuation at the time Mr. Akkerman’s compensation terms were determined.
Positioning Relative to Peers. Mr. Akkerman’s cash compensation terms are positioned at approximately the 25th to 50th percentile of the CEO Benchmark Peers, and his sign-on equity allocation (with the on-target grant representing approximately 1.25% of the Company’s capitalization on a fully diluted basis as of the date of his employment agreement) is positioned at approximately the 25th percentile of peer grants to newly hired chief executive officers.
Compensation Policy Compliance
In addition to the supplemental disclosure regarding the compensation peer group provided above, this supplement clarifies the limit on equity grants for a newly-recruited CEO under the Company’s Compensation Policy by replacing the first bullet point under the caption “Compensation Policy Compliance” with the following which utilizes the language of the Compensation Policy itself:
The Compensation Policy provides that the initial equity-based compensation for a newly recruited CEO shall not exceed the higher of four times 500% of his or her annual base salary or 0.5% of the Company’s fair market value at the time of approval of the grant by the Board (i.e., the higher of $11,000,000 or approximately $14,700,000, respectively). The proposed on-target equity grant of approximately $10,000,000 (with full overachievement of $14,500,000) is within these limits.
No Effect on the Proposal or Proxies Previously Submitted
This Supplement does not change the proposal to be acted upon at the Meeting, nor the date of the Meeting or its record date, as described in the Proxy Statement, and does not affect the validity of any proxy previously submitted. If you have already voted, you do not need to take any action, and your vote will be counted at the Meeting unless properly revoked or changed. Shareholders who have not yet voted are encouraged to do so in the manner described in the Proxy Statement.
The Board continues to unanimously recommend that shareholders vote “FOR” Proposal 1.