Semrush (NYSE:SEMR) 2026 Extraordinary General Meeting Transcript

Summary of Semrush (NYSE: SEMR) Extraordinary General Meeting Company Overview - Company: Semrush - Event: Extraordinary General Meeting - Date: February 3, 2026 - Key Participants: - Bill Wagner (CEO) - Brian Mulroy (CFO) - David Mason (Chief Legal Officer) - Board Members: Mark Vranesh, Caroline Tsay, Oleg Shchegolev Core Points and Arguments 1. Merger Agreement Proposal: - Semrush will merge with Adobe Inc. through a subsidiary, with Semrush becoming a wholly owned subsidiary of Adobe. The Board of Directors unanimously recommends approval of this proposal [11][12]. 2. Merger-related Compensation Proposal: - This proposal involves the compensation for Semrush's named executive officers related to the Merger Agreement. The Board also recommends a vote in favor of this proposal [12]. 3. Adjournment Proposal: - A proposal to approve the adjournment of the meeting if necessary to solicit additional proxies for the Merger Agreement proposal. The Board does not currently believe adjournment will be necessary [12]. 4. Voting Process: - Stockholders of Class A Common Stock have one vote per share, while Class B Common Stock holders have ten votes per share. Both classes will vote together on the proposals [14][15]. 5. Voting Results: - Preliminary results indicated that both the Merger Agreement proposal and the Merger-related Compensation Proposal received majority approval from stockholders present or represented by proxy [17]. 6. SEC Filing: - Semrush will file a Form 8-K with the SEC within four business days to disclose the specific voting results from the meeting [18]. Important but Overlooked Content - Virtual Meeting Format: The meeting was held virtually to facilitate stockholder attendance and participation, emphasizing the company's commitment to accessibility [5]. - Forward-Looking Statements Disclaimer: The meeting included a reminder that any non-historical statements made would be considered forward-looking under the Private Securities Litigation Reform Act of 1995, highlighting the risks and uncertainties involved [7][8]. - Technical Malfunctions: The meeting included provisions for addressing technical issues, indicating preparedness for potential disruptions [6]. This summary encapsulates the key discussions and decisions made during the Semrush Extraordinary General Meeting, providing insights into the company's strategic direction and governance.