TechTarget (TTGT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 24, 2025, at the company’s headquarters in Newton, MA, with voting available online, by phone, or by mail.

• Proxy materials are distributed via the Notice and Access method to conserve resources and reduce costs.

• Only shareholders of record as of May 30, 2025, are entitled to vote on the proposals.

• The company completed a significant merger and reorganization with Informa Tech Digital Businesses in December 2024, resulting in a new capital structure and governance arrangements.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine director nominees, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation (say-on-pay), and determining the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for an annual say-on-pay vote.

• Shareholder proposals for the 2026 annual meeting must be submitted by February 10, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of nine nominees, with a mix of independent and affiliated directors, and is led by an independent chairperson, Mary McDowell, and CEO Gary Nugent.

• Informa PLC, as majority shareholder, has significant governance rights, including board nominations and consent over major corporate actions.

• The company qualifies as a “Controlled Company” under Nasdaq rules, allowing exemptions from certain independence requirements.

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

• The company has adopted a Code of Business Conduct and Ethics, Insider Trading Policy, and guidelines for director independence.