Taboola.com (TBLA) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with shareholders voting on five key proposals, including director re-elections, executive compensation, compensation policy, CEO compensation terms, and auditor re-appointment.

• The Board unanimously recommends voting FOR all proposals, which are detailed in the proxy statement and annual report.

• Forward-looking statements are included, with risks and uncertainties highlighted, and investors are encouraged to review risk factors in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) re-election of two Class II directors, (2) advisory approval of executive compensation, (3) approval of the compensation policy for executives and directors, (4) approval of CEO compensation terms, and (5) re-appointment of the independent auditor.

• Voting procedures, quorum requirements, and broker voting rules are clearly outlined.

• Shareholder proposals for future meetings must comply with SEC and company deadlines and requirements.

Board of directors and corporate governance

• The Board is majority independent, with all committees fully independent and diverse in experience, gender, and age.

• The Nominating and Governance Committee oversees director nominations, board evaluations, and ESG matters.

• The Board separates the roles of Chair and CEO for independent oversight and regularly reviews its leadership structure.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and responsibilities.

• Non-employee directors receive cash and equity compensation, with share ownership guidelines in place.