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Home › Companies › OUTBRAIN INC. › 2024-2025

OUTBRAIN INC. 2024-2025 Proxy Voting Records

At OUTBRAIN INC.'s 2 shareholder meetings in the 2024-2025 proxy season (held December 5, 2024 and June 5, 2025), 51 asset managers reported how they voted in their SEC Form N-PX filings, covering 693 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. OUTBRAIN INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Election of Directors: Kathryn Taneyhill Jhaveri — the reporting funds cast 73% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and OUTBRAIN INC.’s Form 8-K, filed June 6, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 7Reported items
  • 51Asset managers
  • 693Fund votes
  • June 5, 2025Main meeting date

Results at a glance

Meeting of June 5, 2025: 4 items on OUTBRAIN INC.’s Form 8-K, filed June 6, 2025: 4 without a stated outcome.

Meeting of December 5, 2024: 2 items on OUTBRAIN INC.’s Form 8-K, filed December 5, 2024: 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2024-2025 2025-2026

Explore OUTBRAIN INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by OUTBRAIN INC.

These tallies are OUTBRAIN INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 6, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX. OUTBRAIN INC. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

OUTBRAIN INC. — official shareholder meeting results, meeting held June 5, 2025 (Form 8-K, filed June 6, 2025)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Election of Directors To elect Nithya B 70,215,503---- 1,362,9589,378,753 98%Not verified—
To elect Kathryn Taneyhill Jhaveri as a Class I director of the Company to serve for a three-year term until the 2028 Annual Meeting of Stockholders and until the director's successor has been duly elected and qualified 65,970,924---- 5,607,5379,378,753 92%Not verified—
To elect Mark Zagorski as a Class I director of the Company to serve for a three-year term until the 2028 Annual Meeting of Stockholders and until the director's successor has been duly elected and qualified 66,409,587---- 5,168,8749,378,753 93%Not verified—
2. Ratification of Independent Registered Public Accounting Firm To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 80,554,223344,94258,049 ---- 99.5%Not verified—

Source: OUTBRAIN INC., Form 8-K, filed with the SEC on June 6, 2025 — read the filing on EDGAR.

OUTBRAIN INC. — official shareholder meeting results, meeting held December 5, 2024 (Form 8-K, filed December 5, 2024)
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million shares of common stock, par value $0.001 per share, of Outbrain (the ''Common Stock'') and 10.5 million Series A Convertible Preferred Shares, par v 31,888,06718,04027,659 ---- 99.9%Approved—
2. The approval of the Adjournment Proposal 30,287,4521,610,35835,956 ---- 95%Approved—

Source: OUTBRAIN INC., Form 8-K, filed with the SEC on December 5, 2024 — read the filing on EDGAR.

How asset managers voted at the OUTBRAIN INC. 2024-2025 meetings

Each item below shows how the 51 asset managers that disclosed a OUTBRAIN INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of OUTBRAIN INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Election of Directors: Kathryn Taneyhill Jhaveri

No official matchDIRECTOR ELECTIONS

Meeting held June 5, 2025.

Combines 4 wordings of this item as funds reported it.

73% of fund votes cast · no official result

FORWITHHOLD
Details: votes by 46 asset managers

The 46 asset managers below reported 5,122,063 for, 1,849,947 withheld. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 5,122,063WITHHOLD: 1,849,947
Largest asset managers voting on “Election of Directors: Kathryn Taneyhill Jhaveri” at OUTBRAIN INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,118,7560 00For
BlackRock1,511,7210 00For
Fidelity742,6350 00For
BRIDGEWAY FUNDS INC00 0456,904Withhold
American Century00 0328,373Withhold
AllianceBernstein00 0252,090Withhold
Dimensional00 0238,491Withhold
EA Series Trust00 0220,806Withhold
SEI107,9720 00For
Charles Schwab104,1140 00For
Columbia Threadneedle98,2070 00For
Equitable68,9630 017,740Mixed
FORUM FUNDS II00 086,697Withhold
TARGET PORTFOLIO TRUST84,5000 00For
TIAA77,1420 00For
QUANTITATIVE MASTER SERIES LLC64,5240 00For
Nationwide6,4900 049,354Mixed
AQR00 049,377Withhold
Lincoln Financial30,4000 00For
Putnam27,8980 00For
Global X22,9090 00For
Pacific Life21,9410 00For
Bridge Builder Trust19,4510 00For
AIG/SunAmerica00 019,168Withhold
Goldman Sachs00 018,853Withhold

Showing the 25 largest of 46 asset managers. All 46 are in the interactive database (link above).

2. Election of Directors: Mark Zagorski

No official matchDIRECTOR ELECTIONS

Meeting held June 5, 2025.

Combines 4 wordings of this item as funds reported it.

74% of fund votes cast · no official result

FORWITHHOLD
Details: votes by 46 asset managers

The 46 asset managers below reported 5,138,313 for, 1,833,697 withheld. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 5,138,313WITHHOLD: 1,833,697
Largest asset managers voting on “Election of Directors: Mark Zagorski” at OUTBRAIN INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,118,7560 00For
BlackRock1,511,7210 00For
Fidelity742,6350 00For
BRIDGEWAY FUNDS INC00 0456,904Withhold
American Century00 0328,373Withhold
AllianceBernstein00 0252,090Withhold
Dimensional00 0238,491Withhold
EA Series Trust00 0220,806Withhold
SEI107,9720 00For
Charles Schwab104,1140 00For
Columbia Threadneedle98,2070 00For
Equitable68,9630 017,740Mixed
FORUM FUNDS II00 086,697Withhold
TARGET PORTFOLIO TRUST84,5000 00For
TIAA77,1420 00For
QUANTITATIVE MASTER SERIES LLC64,5240 00For
Nationwide6,4900 049,354Mixed
AQR00 049,377Withhold
Lincoln Financial30,4000 00For
Putnam27,8980 00For
Global X22,9090 00For
Pacific Life21,9410 00For
Bridge Builder Trust19,4510 00For
AIG/SunAmerica00 019,168Withhold
Goldman Sachs00 018,853Withhold

Showing the 25 largest of 46 asset managers. All 46 are in the interactive database (link above).

3. Election of Directors: Nithya B. Das

No official matchDIRECTOR ELECTIONS

Meeting held June 5, 2025.

Combines 4 wordings of this item as funds reported it.

89% of fund votes cast · no official result

FOR
Details: votes by 46 asset managers

The 46 asset managers below reported 6,213,159 for, 758,851 withheld. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 6,213,159WITHHOLD: 758,851
Largest asset managers voting on “Election of Directors: Nithya B. Das” at OUTBRAIN INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,118,7560 00For
BlackRock1,511,7210 00For
Fidelity742,6350 00For
BRIDGEWAY FUNDS INC456,9040 00For
American Century328,3730 00For
AllianceBernstein00 0252,090Withhold
Dimensional00 0238,491Withhold
EA Series Trust00 0220,806Withhold
SEI107,9720 00For
Charles Schwab104,1140 00For
Columbia Threadneedle98,2070 00For
Equitable68,9630 017,740Mixed
FORUM FUNDS II86,6970 00For
TARGET PORTFOLIO TRUST84,5000 00For
TIAA77,1420 00For
QUANTITATIVE MASTER SERIES LLC64,5240 00For
Nationwide55,8440 00For
AQR49,3770 00For
Lincoln Financial30,4000 00For
Putnam27,8980 00For
Global X22,9090 00For
Pacific Life21,9410 00For
Bridge Builder Trust19,4510 00For
AIG/SunAmerica19,1680 00For
Goldman Sachs18,8530 00For

Showing the 25 largest of 46 asset managers. All 46 are in the interactive database (link above).

4. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million shares of…

Official resultEXTRAORDINARY TRANSACTIONSReported outcome: Approved

Meeting held December 5, 2024.

Combines 6 wordings of this item as funds reported it.

99.9% Approved · of votes cast

FOR 99.9%
FOR: 31,888,067AGAINST: 18,040
Details: description as filed, official tally, votes by 40 asset managers

Description as filed by funds: To approve, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million shares of common stock, par value $0.001 per share, of Outbrain Inc. (the "Common Stock") and 10.5 million Series A Convertible Preferred Shares, par value $0.001 per share, of Outbrain Inc., which are convertible into Common Stock, in connection with the acquisition by Outbrain Inc., directly and via certain of its subsidiaries, of all of the issued and outstanding equity interests of Teads S.A., a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Teads"), from Altice Teads S.A., a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, after which Teads will become a wholly owned subsidiary of Outbrain Inc.; and

OUTBRAIN INC.’s own tally for this item (“1. Approved, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million shares of common stock, par value $0.001 per share, of Outbrain (the ''Common Stock'') and 10.5 million Seri”): 31,888,067 for, 18,040 against — passed, per its Form 8-K filed December 5, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(1) approved, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million shares of common stock, par value $0.001 per share, of Outbrain (the ''Common Stock'') and 10.5 million Series A Convertible Preferred Shares, par value $0.001 per share, which are conve…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 40 asset managers below reported 5,960,332 for, 17,740 abstained.

FOR
FOR: 5,960,332ABSTAIN: 17,740
Largest asset managers voting on “To approve, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million” at OUTBRAIN INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,072,2880 00For
BlackRock1,573,5340 00For
Fidelity752,3080 00For
BRIDGEWAY FUNDS INC384,8040 00For
Dimensional160,4910 00For
EA Series Trust135,8630 00For
Charles Schwab104,1140 00For
Equitable75,4230 17,7400Mixed
Nationwide79,6780 00For
TIAA77,1420 00For
FORUM FUNDS II76,2720 00For
QUANTITATIVE MASTER SERIES LLC70,7720 00For
SEI65,0120 00For
American Century46,7730 00For
Lincoln Financial30,4000 00For
Columbia Threadneedle25,3280 00For
Global X21,0760 00For
AIG/SunAmerica20,1580 00For
Bridge Builder Trust19,4510 00For
Northern Trust19,0460 00For
TRUST FOR PROFESSIONAL MANAGERS17,5220 00For
State Street16,7920 00For
Pacific Life16,6980 00For
Voya16,4840 00For
John Hancock15,8870 00For

Showing the 25 largest of 40 asset managers. All 40 are in the interactive database (link above).

5. To postpone or adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient…

No official matchCORPORATE GOVERNANCE

Meeting held December 5, 2024.

84% of fund votes cast · no official result

FORAGAINST
Details: description as filed, votes by 38 asset managers

Description as filed by funds: TO POSTPONE OR ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.

The 38 asset managers below reported 4,938,593 for, 942,398 against, 17,740 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 4,938,593AGAINST: 942,398ABSTAIN: 17,740
Largest asset managers voting on “TO POSTPONE OR ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFI” at OUTBRAIN INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,072,2880 00For
BlackRock1,573,5340 00For
Fidelity0752,308 00Against
BRIDGEWAY FUNDS INC384,8040 00For
Dimensional160,4910 00For
EA Series Trust0135,863 00Against
Charles Schwab104,1140 00For
Equitable75,4230 17,7400Mixed
Nationwide79,6780 00For
TIAA77,1420 00For
QUANTITATIVE MASTER SERIES LLC70,7720 00For
SEI65,0120 00For
American Century46,7730 00For
Lincoln Financial030,400 00Against
Columbia Threadneedle25,3280 00For
Global X21,0760 00For
AIG/SunAmerica20,1580 00For
Bridge Builder Trust19,4510 00For
Northern Trust19,0460 00For
TRUST FOR PROFESSIONAL MANAGERS17,5220 00For
State Street016,792 00Against
Pacific Life16,6980 00For
Voya16,4840 00For
John Hancock15,8870 00For
Brighthouse12,9200 00For

Showing the 25 largest of 38 asset managers. All 38 are in the interactive database (link above).

6. Adjourn Meeting

No official matchCORPORATE GOVERNANCE

Meeting held December 5, 2024.

100% of fund votes cast · no official result

FOR
Details: votes by 2 asset managers

The 2 asset managers below reported 79,341 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 79,341
Largest asset managers voting on “Adjourn Meeting” at OUTBRAIN INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
FORUM FUNDS II76,2720 00For
GuideStone3,0690 00For

7. Ratification of Independent Registered Public Accounting Firm To ratify the appointment of KPMG LLP as the Company's…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Meeting held June 5, 2025.

Combines 2 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 80,554,223AGAINST: 344,942
Details: description as filed, official tally, votes by 46 asset managers

Description as filed by funds: RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2025.

OUTBRAIN INC.’s own tally for this item (“2. Ratification of Independent Registered Public Accounting Firm To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025”): 80,554,223 for, 344,942 against, per its Form 8-K filed June 6, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 6,751,071 for, 220,939 against.

FOR
FOR: 6,751,071AGAINST: 220,939
Largest asset managers voting on “RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2025.” at OUTBRAIN INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard2,118,7560 00For
BlackRock1,511,7210 00For
Fidelity742,6350 00For
BRIDGEWAY FUNDS INC456,9040 00For
American Century328,3730 00For
AllianceBernstein252,0900 00For
Dimensional238,4910 00For
EA Series Trust0220,806 00Against
SEI107,9720 00For
Charles Schwab104,1140 00For
Columbia Threadneedle98,2070 00For
Equitable86,7030 00For
FORUM FUNDS II86,6970 00For
TARGET PORTFOLIO TRUST84,5000 00For
TIAA77,1420 00For
QUANTITATIVE MASTER SERIES LLC64,5240 00For
Nationwide55,8440 00For
AQR49,3770 00For
Lincoln Financial30,4000 00For
Putnam27,8980 00For
Global X22,9090 00For
Pacific Life21,9410 00For
Bridge Builder Trust19,4510 00For
AIG/SunAmerica19,1680 00For
Goldman Sachs18,8530 00For

Showing the 25 largest of 46 asset managers. All 46 are in the interactive database (link above).

Largest OUTBRAIN INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 48,842,763 shares outstanding at the time of that meeting.

Fund voting reports: top OUTBRAIN INC. shareholders by shares voted on “Election of Directors: Kathryn Taneyhill Jhaveri”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 4.34%
2BlackRock 3.10%
3Fidelity 1.52%
4BRIDGEWAY FUNDS INC 0.94%
5American Century 0.67%
6AllianceBernstein 0.52%
7Dimensional 0.49%
8EA Series Trust 0.45%
9SEI 0.22%
10Charles Schwab 0.21%

Reported OUTBRAIN INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

OUTBRAIN INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Altice Teads S.A. — 13D
Shlomo Dovrat — DEF14A
Viola Ventures, III L.P. — DEF14A
Value Base Ltd. — 13G
RM Hamburg Holding GmbH — 13G
Yaron Galai — DEF14A
BlackRock — 13F
Vanguard Group — 13F
Geode Capital — 13F
David Kostman — DEF14A

Percentages above are of 48,842,763 shares outstanding, as reported by OUTBRAIN INC. on its Form 10-Q dated April 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

Related

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from OUTBRAIN INC.’s 10-Q dated April 30, 2024. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

OUTBRAIN INC. proxy season coverage: 2024-2025 (this page) · 2025-2026.

Cite this page

proxyvotesnow.com, “OUTBRAIN (TEAD) 2024-2025 Annual & Special Meetings: Vote Results”, https://proxyvotesnow.com/company/outbrain-inc/2025 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.