TechTarget, Inc. (NASDAQ:TTGT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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TechTarget, Inc. (NASDAQ:TTGT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(e). Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The Annual Meeting of Stockholders of TechTarget, Inc. (the
Company) was held on June 16, 2017 (the Annual Meeting) at our
corporate headquarters located at 275 Grove Street, Newton,
Massachusetts 02466. At the Annual Meeting, the Companys
stockholders approved, among other proposals, the 2017 Stock
Option and Incentive Plan (the 2017 Plan).

The 2017 Plan is intended to replace our 2007 Stock Option and
Incentive Plan, which terminated on May 15, 2017. The 2017 Plan
contains the following material terms that are designed to not
only provide the Company with sufficient shares of common stock,
$0.001 par value per share (the Common Stock), to properly incent
and retain its employees, advisors, and directors, but also to
align the plan with best practices. In particular, the 2017 Plan:

Provides for 3,000,000 shares of our Common Stock
authorized for issuance under the plan;

Requires that all stock options and stock appreciation
rights (SARs) be granted with an exercise price that is
at least equal to the fair market value of the stock on
the date of grant;

Requires that discretionary awards to our non-employee
Directors be granted and administered by a Committee of
the Companys Board of Directors (the Board), all of the
members of which are independent as defined under the
NASDAQ Rules;

Limits the number of shares of Common Stock with respect
to which awards may be granted to each non-employee
Director (excluding awards made in lieu of all or a
portion of annual Board and Committee cash retainers) to
15,000 per calendar year;

Broadly prohibits the repricing of options and SARs
without stockholder approval;

Requires that no dividends or dividend equivalents be
paid with respect to options or SARs, and that any
dividends or dividend equivalents with respect to
restricted stock, restricted stock units, other
stock-based awards and performance awards (referred to as
full-value awards) be subject to the same vesting and
forfeiture provisions as the underlying award; and

For purposes of Section 162(m) of the Internal Revenue
Code of 1986, as amended, (i) provides that no more than
350,000 shares of Common Stock may be made subject to
awards granted per participant under the 2017 Plan per
calendar year and no more than $600,000 may be payable in
respect of an other-cash based award granted per
participant per year under the 2017 Plan; and (ii)
establishes performance criteria upon which performance
goals may be based with respect to performance awards
granted under the 2017 Plan.

The granting of awards under the 2017 Plan is discretionary, and
we cannot now determine the number or type of awards to be
granted in the future to any particular person or group.

The foregoing brief description is qualified in its entirety by
the text of the 2017 Plan. The material terms of the 2017 Plan
are summarized on pages 36-45 of the Companys definitive proxy
statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission (the SEC) on April 27, 2017 (the Proxy
Statement), which description is incorporated by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Of the 27,604,193 shares of the Companys Common Stock issued and
outstanding as of the close of business on April 21, 2017 (the
Record Date), 25,274,932 shares (or approximately 91.56%) of
Common Stock were present or represented by proxy at the Annual
Meeting. Below are the voting results for the proposals submitted
to the Companys stockholders for a vote at the Annual Meeting.
More information about each proposal can be found in the Companys
Proxy Statement.

(1)

To elect two Class I Directors, each to serve for a
three-year term from the date of his or her election and
until such Directors successor is elected or until such
Directors earlier resignation or removal. Michael Cotoia
and Roger M. Marino were each elected as Class I
Directors with the following vote:

For

Withheld

Broker Non-Votes

Michael Cotoia

18,892,394

134,803

6,247,735

Roger M. Marino

18,677,239

349,958

6,247,735

(2)

To ratify the appointment of BDO USA, LLP as our
independent registered public accounting firm for the
fiscal year ending December 31, 2017. The proposal was
approved with the following vote:

For

Against

Abstain

Broker Non-Votes

25,272,397

2,432

(3)

To approve the Companys 2017 Plan. The proposal was
approved with the following vote:

For

Against

Abstain

Broker Non-Votes

18,283,478

710,135

33,584

6,247,735

(4)

To approve an advisory (non-binding) proposal on the
compensation of executive officers as described in the
Companys proxy materials. The proposal was approved with
the following vote:

For

Against

Abstain

Broker Non-Votes

18,851,430

140,173

35,594

6,247,735

(5)

To approve an advisory (non-binding) proposal on the
frequency of future advisory votes on the Companys
compensation of executive officers. The proposal for a
frequency of three years was approved with the following
vote:

Three Years

Two Years

One Year

Abstain

Broker Non-Votes

11,747,250

20,155

7,258,782

1,010

6,247,735

Item 9.01(d). Financial Statements and Exhibits.

Exhibit

Number

Description

10.1

TechTarget, Inc. 2017 Stock Option and Incentive Plan
(previously filed as Appendix A to the Companys Proxy
Statement on Schedule 14A filed with the SEC on April 27,
2017 and herein incorporated by reference)



TechTarget Inc Exhibit
EX-10.1 2 ttgt-ex101_6.htm EX-10.1 ttgt-ex101_6.htm Exhibit 10.1 TECHTARGET,…
To view the full exhibit click here
About TechTarget, Inc. (NASDAQ:TTGT)

TechTarget, Inc. provides online content that helps buyers and sellers of corporate information technology (IT) products and services. The Company’s offerings enable IT vendors to identify, reach and influence corporate IT decision makers researching specific IT purchases through customized marketing programs that include data analytics-driven intelligence solutions, demand generation and brand advertising. Its Websites focuses on IT sectors, such as storage, security or networking and for decision support information. Its content enables IT professionals to navigate the IT landscape where purchasing decisions can have financial and operational consequences. Its marketing opportunities and audience extensions are addressed using approximately nine distinct media groups, including Application Architecture and Development; Channel; CIO/IT Strategy; Data Center and Virtualization Technologies; Business Applications and Analytics; Networking; Security; Storage, and TechnologyGuide.

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