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Taboola (NASDAQ: TBLA) shareholders back directors, pay and auditor at 2026 AGM

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Taboola.com Ltd. reported the results of its Annual General Meeting of Shareholders held online on June 9, 2026. Shareholders approved all five proposals presented at the meeting.

Two Class II directors, Nechemia J. Peres and Gilad Shany, were re-elected. Shareholders supported the advisory proposal on executive compensation and approved the Compensation Policy for Executives and Directors, as required under Israeli law. They also approved the compensation terms for the Company’s Chief Executive Officer, who also serves as a director.

In addition, shareholders approved the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and until the next annual general meeting of shareholders.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Peres re-election 95,074,350 votes Proposal 1, Class II director Nechemia J. Peres
Votes for Shany re-election 96,453,223 votes Proposal 1, Class II director Gilad Shany
Votes for advisory executive compensation 116,848,846 votes Proposal 2 advisory vote on executive compensation
Votes for Compensation Policy 94,075,407 votes Proposal 3 Compensation Policy for Executives and Directors
Votes for CEO compensation terms 110,976,304 votes Proposal 4 CEO compensation terms approval
Votes for auditor re-appointment 168,627,937 votes Proposal 5 re-appointment of Kost, Forer, Gabbay & Kasierer
Annual General Meeting of Shareholders regulatory
"announced the results of the Company’s Annual General Meeting of Shareholders (the “Meeting”), which was held online"
Compensation Policy for Executives and Directors financial
"Approval of Compensation Policy for Executives and Directors of the Company"
broker non-votes regulatory
"the number of abstentions and broker non-votes, as applicable, in connection with each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
June 9, 2026

TABOOLA.COM LTD.
(Exact name of registrant as specified in its charter)

Israel
001-40566
Not applicable
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

16 Madison Square West
7th Floor
New York, NY 10010
(Address of principal executive offices, including zip code)

212-206-7633
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Ordinary shares, no par value
TBLA
The Nasdaq Global Select Market
Warrants to purchase ordinary shares
TBLAW
The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.
Submission of Matters to a Vote of Security Holders

Taboola.com Ltd. (the “Company”) announced the results of the Company’s Annual General Meeting of Shareholders (the “Meeting”), which was held online via live audio webcast at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) on June 9, 2026.

At the Meeting, the Company’s shareholders voted upon and approved, by the requisite majority in accordance with the Israel Companies Law, 5759-1999 and the Company’s articles of association, the following matters: (i) the re-election of two Class II directors; (ii) the advisory proposal on executive compensation; (iii) the Compensation Policy for Executives and Directors of the Company; (iv) the compensation terms for our Chief Executive Officer (and Director); and (v) the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and until the next annual general meeting of shareholders.

The number of votes cast for or against and the number of abstentions and broker non-votes, as applicable, in connection with each matter presented for shareholder consideration at the Meeting, are set forth below:

Proposal 1: Re-election of two Class II directors

   
For
Against
Abstain
Broker Non-Votes
 
Nechemia J. Peres
95,074,350
27,496,480
767,842
46,673,320
 
Gilad Shany
96,453,223
25,578,895
1,306,554
46,673,320

Proposal 2: Advisory proposal on executive compensation

For
Against
Abstain
Broker Non-Votes
116,848,846
5,965,232
524,594
46,673,320

Proposal 3: Approval of Compensation Policy for Executives and Directors*

For
Against
Abstain
Broker Non-Votes
94,075,407
6,019,060
23,244,205
46,673,320

* As required by Israeli law, Proposal 3 was approved by shareholders holding a majority of the ordinary shares of the Company (excluding abstentions) who were non-controlling shareholders and did not have a personal interest.

Proposal 4: Approval of the compensation terms for our Chief Executive Officer (and Director)

For
Against
Abstain
Broker Non-Votes
110,976,304
11,922,890
439,478
46,673,320

Proposal 5: Approval and re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2026 and until the next annual general meeting of shareholders

For
Against
Abstain
Broker Non-Votes
168,627,937
626,505
757,550
-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TABOOLA.COM LTD.





By:
/s/ Stephen Walker


Name:
Stephen Walker


Title:
Chief Financial Officer




Date: June 10, 2026

 


Source: View Original Filing on SEC EDGAR

FAQ

What did Taboola (TBLA) shareholders approve at the June 9, 2026 meeting?

Taboola shareholders approved all five proposals at the June 9, 2026 Annual General Meeting, including director re-elections, executive compensation items, and auditor re-appointment. These approvals confirm the proposed board, pay policies, CEO terms, and the external audit firm through year-end 2026.

Which Taboola (TBLA) directors were re-elected at the 2026 Annual General Meeting?

Shareholders re-elected Class II directors Nechemia J. Peres and Gilad Shany. Peres received 95,074,350 votes for, while Shany received 96,453,223 votes for, with separate against, abstain, and broker non-vote tallies recorded for each director on Proposal 1.

How did Taboola (TBLA) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory proposal on executive compensation with 116,848,846 votes for, 5,965,232 against, and 524,594 abstentions. They also approved the Compensation Policy for Executives and Directors under Israeli law and separately approved the compensation terms for the Chief Executive Officer.

What was the outcome of Taboola (TBLA) Proposal 3 on the Compensation Policy?

Proposal 3, approving the Compensation Policy for Executives and Directors, passed with 94,075,407 votes for, 6,019,060 against, and 23,244,205 abstentions. Israeli law required approval by a majority of non-controlling shareholders without a personal interest, a condition that was satisfied.

How did Taboola (TBLA) shareholders vote on the CEO compensation terms?

The compensation terms for Taboola’s Chief Executive Officer, who also serves as a director, were approved with 110,976,304 votes for, 11,922,890 against, and 439,478 abstentions, plus 46,673,320 broker non-votes recorded. This formed Proposal 4 at the 2026 Annual General Meeting.

Which audit firm will serve Taboola (TBLA) for the year ending December 31, 2026?

Shareholders approved and re-appointed Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Taboola’s independent registered public accounting firm. The vote was 168,627,937 for, 626,505 against, and 757,550 abstaining, with no broker non-votes reported.

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