TechTarget (TTGT) Proxy Filing summary

Executive summary

• Special meeting called to approve a merger combining digital businesses of Informa Tech and TechTarget into a new public company, NewCo, with Informa contributing $350M cash and assets for 57% ownership; TechTarget shareholders receive one NewCo share and ~$11.71/share in cash per TechTarget share.

• NewCo will be listed on Nasdaq under the TTGT symbol; TechTarget shares will be delisted and deregistered.

• The board unanimously recommends all proposals, citing strategic benefits, expanded market reach, and immediate and long-term value for shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adopting the merger agreement, (2) advisory approval of executive compensation related to the merger, (3) approval of the 2024 Incentive Plan, (4) approval of the 2024 Employee Stock Purchase Plan, and (5) adjournment if more time is needed for votes.

• Adoption of the merger agreement requires a majority of outstanding shares; abstentions and non-votes count as votes against.

• Shareholders have appraisal rights under Delaware law if they dissent.

Board of directors and corporate governance

• Post-merger, NewCo’s board will have nine members: five designated by Informa (including the non-executive chair), three by TechTarget, and the CEO.

• Informa will control the board and key committees as long as it holds a majority; NewCo will use “Controlled Company” exemptions from certain Nasdaq governance requirements.

• Gary Nugent (from Informa) will serve as CEO under a secondment agreement; this structure is disclosed as a potential conflict of interest.