TechTarget (TTGT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, at the company’s headquarters in Newton, MA, with proxy materials distributed primarily via internet access to conserve resources and reduce costs.

• Only shareholders of record as of April 17, 2026, are entitled to vote, with each share of common stock carrying one vote.

• The company completed a merger in December 2024, marking 2025 as its first full operating year as the newly established entity.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine director nominees, ratifying PricewaterhouseCoopers LLP as the independent auditor for 2026, and approving a non-binding resolution on executive compensation.

• Shareholders may also act on any other business properly brought before the meeting.

• Proposals for the 2027 annual meeting must be submitted by December 30, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of nine nominees, with a mix of independent and non-independent directors, and is led by a separate Chairperson and CEO.

• Informa, as the majority shareholder, retains significant governance rights, including board appointments 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.

• Directors are encouraged to attend meetings, with most meeting attendance above 75%.