Taboola.com Ltd.

8-K · ef20075817_8k.htm iXBRL

0001840502 2026-06-09 2026-06-09 0001840502 tbla:OrdinarySharesNoParValueMember 2026-06-09 2026-06-09 0001840502 tbla:WarrantsToPurchaseOrdinarySharesMember 2026-06-09 2026-06-09

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 8-K

 CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(D) OF THE

 SECURITIES EXCHANGE ACT OF 1934

 Date of report (Date of earliest event reported):

 June 9, 2026

 TABOOLA.COM LTD.

 (Exact name of registrant as specified in its charter)

 Israel

 001-40566

 Not applicable

 (State or Other Jurisdiction of Incorporation)

 (Commission File Number)

 (IRS Employer Identification Number)

 16 Madison Square West

 7th Floor

 New York , NY 10010

 (Address of principal executive offices, including zip code)

 212 - 206-7633

 (Registrant’s telephone number, including area code)

 N/A

 (Former name or former address, if changed since last report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
 (see General Instruction A.2. below):

 ☐

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which

 registered

 Ordinary shares, no par value

 TBLA

 The Nasdaq Global Select Market

 Warrants to purchase ordinary shares

 TBLAW

 The Nasdaq Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07.

 Submission of Matters to a Vote of Security Holders

 Taboola.com Ltd. (t he “ Company ”) announced the results of the Company’s Annual General Meeting of Shareholders (the “Meeting”), which was held online via
 live audio webcast at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) on June 9, 2026 .

 At the Meeting, the Company’s shareholders voted upon and approved, by the requisite
 majority in accordance with the Israel Companies Law, 5759-1999 and the Company’s articles of association, the following matters: (i) the re-election of two Class I I directors; (ii) the advisory proposal on executive compensation; ( iii) the Compensation Policy for Executives and Directors of the
 Company; (i v ) the compensation terms for our Chief Executive
 Officer (and Director) ; and (v) the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent
 registered public accounting firm for the year ending December 31, 202 6 and until the next annual general meeting of shareholders.

 The number of votes cast for or against and the number of abstentions and broker non-votes, as applicable, in connection with each matter presented for
 shareholder consideration at the Meeting, are set forth below:

 Proposal 1: Re-election of two Class II directors

  

  

 For

 Against

 Abstain

 Broker Non-Votes

  

 Nechemia J. Peres

 95,074,350

 27,496,480

 767,842

 46,673,320

  

 Gilad Shany

 96,453,223

 25,578,895

 1,306,554

 46,673,320

 Proposal 2: Advisory proposal on executive compensation

 For

 Against

 Abstain

 Broker Non-Votes

 116,848,846

 5,965,232

 524,594

 46,673,320

 Proposal 3: Approval of Compensation Policy for Executives and Directors*

 For

 Against

 Abstain

 Broker Non-Votes

 94,075,407

 6,019,060

 23,244,205

 46,673,320

 * As required by Israeli law, Proposal 3 was approved by shareholders holding a majority of the ordinary shares of the Company (excluding
 abstentions) who were non-controlling shareholders and did not have a personal interest.

 Proposal 4: Approval of the compensation terms for our Chief Executive Officer (and Director)

 For

 Against

 Abstain

 Broker Non-Votes

 110,976,304

 11,922,890

 439,478

 46,673,320

 Proposal 5: Approval and re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the
 Company’s independent registered public accounting firm for the year ending December 31, 2026 and until the next annual general meeting of shareholders

 For

 Against

 Abstain

 Broker Non-Votes

 168,627,937

 626,505

 757,550

 -

 SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
 behalf by the undersigned, thereunto duly authorized.

 TABOOLA.COM LTD.

 By:

 /s/ Stephen Walker

 Name:

 Stephen Walker

 Title:

 Chief Financial Officer

 Date: June 10, 2026