Teads (TEAD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with stockholders able to participate online and vote on key proposals.

• Proposals include electing four Class II directors, an advisory vote on executive compensation, a vote on the frequency of future say-on-pay votes, ratification of KPMG LLP as auditor, and approval of a reverse stock split within a 1-for-5 to 1-for-25 range.

• The Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, for auditor ratification, and for the reverse stock split.

• Outbrain Inc. acquired TEADS in February 2025 and changed its name to Teads; all references prior to this date refer to Outbrain.

Voting matters and shareholder proposals

• Stockholders will vote on electing Dexter Goei, Yaffa Krindel, Mark Mullen, and Arne Wolter as Class II directors for three-year terms.

• Advisory votes will be held on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Ratification of KPMG LLP as independent auditor for 2026 is proposed.

• Approval is sought for a reverse stock split at a ratio between 1-for-5 and 1-for-25, at the Board's discretion, to maintain Nasdaq listing.

Board of directors and corporate governance

• The Board consists of ten members, eight of whom are independent; directors are divided into three classes with staggered terms.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• The Board Chair and CEO roles are separated; Yaron Galai serves as Chair, and David Kostman as CEO.

• The Board emphasizes diversity, independence, and long-term strategic oversight.