TechTarget (NASDAQ: TTGT) holders approve directors, auditor and executive pay

Rhea-AI Filing Summary

TechTarget, Inc. reported the results of its 2026 annual stockholder meeting. Of 72,299,443 common shares outstanding as of April 17, 2026, holders of 67,993,525 shares, or about 94%, were present or represented by proxy, indicating strong participation.

Stockholders elected all nine director nominees to the board for terms expiring at the 2027 annual meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on an advisory basis, the compensation of the named executive officers.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding: 72,299,443 shares Shares represented at meeting: 67,993,525 shares Auditor ratification votes for: 66,852,804 votes +4 more

7 metrics

Shares outstanding 72,299,443 shares Common stock issued and outstanding as of April 17, 2026 (record date)

Shares represented at meeting 67,993,525 shares Shares present or represented by proxy at 2026 annual meeting (about 94% of outstanding)

Auditor ratification votes for 66,852,804 votes Votes in favor of ratifying PricewaterhouseCoopers LLP for fiscal 2026

Auditor ratification votes against 197,687 votes Votes against ratifying PricewaterhouseCoopers LLP for fiscal 2026

Say-on-pay votes for 59,205,814 votes Votes approving, on an advisory basis, named executive officer compensation

Say-on-pay votes against 1,783,709 votes Votes against advisory approval of named executive officer compensation

Broker non-votes on director elections 6,706,849 votes Broker non-votes recorded on each director election proposal

Key Terms

broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"Director Nominee | For | Against | Abstain | Broker Non-Votes"

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

"ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm"

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.

advisory (non-binding) basis financial

"approved, on an advisory (non-binding) basis, the resolution to approve the compensation"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders ("Annual Meeting")"

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false0002018064TechTarget, Inc.00020180642026-06-112026-06-11

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 11, 2026

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42428	99-2218610
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
275 Grove Street
Newton, Massachusetts				02466
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 431-9200

(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:

☐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
Common Stock, $0.001 Par Value		TTGT		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.

On June 11, 2026, TechTarget, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is further described in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026 (the "Proxy Statement"). Of the 72,299,443 shares of the Company's Common Stock ("Common Stock") issued and outstanding as of the close of business on April 17, 2026, the record date for the determination of stockholders entitled to vote at the Annual Meeting, holders of 67,993,525 shares (or approximately 94%) of Common Stock were present or represented by proxy at the Annual Meeting. Below are the voting results for the proposals submitted to the Company's stockholders for a vote at the Annual Meeting.

Proposal No. 1 - The Company's stockholders elected all of the director nominees named below and in the Proxy Statement to the Company’s Board of Directors for a term expiring at the Company’s 2027 annual meeting of stockholders and until such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal, as set forth below:

Director Nominee	For	Against	Abstain	Broker Non-Votes
Sally Ashford	50,102,369	11,077,710	106,597	6,706,849
Stephen A. Carter	50,434,804	10,851,418	454	6,706,849
David Flaschen	57,145,104	4,140,412	1,160	6,706,849
M. Sean Griffey	54,720,326	6,565,190	1,160	6,706,849
Don Hawk	54,911,970	6,374,237	469	6,706,849
Patrick Martell	53,409,693	7,770,371	106,612	6,706,849
Gary Nugent	54,868,880	6,417,345	451	6,706,849
Perfecto Sanchez	54,939,002	6,344,804	2,870	6,706,849
Christina Van Houten	54,866,374	6,416,779	3,523	6,706,849

Proposal No. 2 - The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, as set forth below:

For	Against	Abstain	Broker Non-Votes
66,852,804	197,687	943,034	0

Proposal No. 3 - The Company's stockholders approved, on an advisory (non-binding) basis, the resolution to approve the compensation of our named executive officers as described in the Proxy Statement, as set forth below:

For	Against	Abstain	Broker Non-Votes
59,205,814	1,783,709	297,153	6,706,849

SIGNATURES

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 hereunto duly authorized.

			TechTarget, Inc,
Date:	June 15, 2026	By:	/s/ Charles D. Rennick
			Vice President, General Counsel, and Corporate Secretary

FAQ

What key decisions did TechTarget (TTGT) stockholders make at the 2026 annual meeting?

TechTarget stockholders elected all nine director nominees, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved, on an advisory basis, the compensation of named executive officers. These items cover governance, oversight, and executive pay policies.

How many TechTarget (TTGT) shares were represented at the 2026 annual meeting?

Holders of 67,993,525 shares were present or represented by proxy at the meeting. This represents approximately 94% of the 72,299,443 TechTarget common shares outstanding as of April 17, 2026, the record date for voting eligibility.

Was TechTarget’s auditor ratified by stockholders for fiscal year 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as TechTarget’s independent registered public accounting firm for the year ending December 31, 2026, with 66,852,804 votes for, 197,687 against, 943,034 abstentions, and no broker non-votes recorded on this proposal.

How did TechTarget (TTGT) investors vote on executive compensation in 2026?

Stockholders approved, on an advisory and non-binding basis, the compensation of TechTarget’s named executive officers. The vote totaled 59,205,814 shares for, 1,783,709 against, 297,153 abstaining, and 6,706,849 broker non-votes, reflecting broad support for the pay program.

Did all TechTarget director nominees receive enough votes to be elected in 2026?

Yes. All nine director nominees received more votes “for” than “against” and were elected to the board. For example, nominee David Flaschen received 57,145,104 votes for and 4,140,412 against, with 1,160 abstentions and 6,706,849 broker non-votes recorded.

What was the record date share count for TechTarget’s 2026 annual meeting?

TechTarget had 72,299,443 shares of common stock issued and outstanding as of April 17, 2026, the record date for the annual meeting. Only holders of these shares as of that date were entitled to vote on the meeting’s proposals.

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