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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 23, 2022

Outbrain Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40643

20-5391629

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 West 19th Street

New York, NY 10011

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (646) 867-0149

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

Common stock, par value $0.001 per share

OB

The Nasdaq Stock Market LLC

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. ☐

    

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

On June 23, 2022, Outbrain Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results of each matter.

Proposal 1: Election of Directors

To elect Jonathan (Yoni) Cheifetz as a Class I director of the Company to serve for a three-year term until the 2025 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

For						Against						Abstain						Broker Non-Votes
29,833,327						7,438,830						339,119						7,697,227

To elect Kathryn (Kate) Taneyhill Jhaveri as a Class I director of the Company to serve for a three-year term until the 2025 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

For						Against						Abstain						Broker Non-Votes
29,927,669						7,099,798						583,809						7,697,227

Proposal 2: Ratification of Independent Registered Public Accounting Firm

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:

For						Against						Abstain
43,699,828						1,534,301						74,374

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

			OUTBRAIN INC.
Date: June 27, 2022			By:			/s/ David Kostman
						Name: David Kostman
						Title: Co-Chief Executive Officer

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