TechTarget, Inc.
For the period ended Apr 27, 2026. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 27, 2026 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
TechTarget, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
April 28, 2026
Dear Informa TechTarget Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of TechTarget, Inc. (the "Annual Meeting"), which will be held at 2:00 p.m., Eastern Daylight Time, on Thursday, June 11, 2026, at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466.
We are using the "Notice and Access" method for providing our proxy materials to you via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials ("Notice") instead of a paper copy of our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("Annual Report"). The Notice contains instructions on how to access both documents and vote online. The Notice also contains instructions on how each stockholder can receive a paper copy of our proxy materials, including this Proxy Statement, our Annual Report, and form of proxy. Using this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials.
We hope that you will be able to attend, and participate in, the Annual Meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. As a stockholder of record, you may vote your shares by telephone, over the Internet, or by proxy card, and we hope you will vote as soon as possible.
On behalf of the Board of Directors, we thank you for your continued confidence, support, trust and ongoing interest in Informa TechTarget.
| Sincerely, | |
|---|---|
| /s/ Patrick Martell | /s/ Gary Nugent |
| PATRICK MARTELLChairperson of the Board | GARY NUGENTChief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2026
Notice is hereby given that all stockholders are cordially invited to attend the Annual Meeting of Stockholders of TechTarget, Inc., a Delaware corporation (the "Company"), to be held at 2:00 p.m., Eastern Daylight Time, on Thursday, June 11, 2026 (the "Annual Meeting"), at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466. Stockholders will be asked to consider and act upon the following matters at the Annual Meeting:
(1)
To elect our nine director nominees, Sally Ashford, Stephen A. Carter, David Flaschen, M. Sean Griffey, Don Hawk, Patrick Martell, Gary Nugent, Perfecto Sanchez, and Christina Van Houten, each to serve for a term expiring at our 2027 annual meeting of stockholders and until their successors are duly elected and qualified;
(2)
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
(3)
To approve an advisory (non-binding) resolution to approve the compensation of our named executive officers; and
(4)
To consider and act upon any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
Only holders of record of outstanding shares of the Company's common stock at the close of business on April 17, 2026 (the "Record Date") are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.
In accordance with the rules of the U.S. Securities and Exchange Commission, we will send a Notice of Internet Availability of Proxy Materials on or about April 29, 2026, and provide access to our proxy materials over the Internet, beginning on April 29, 2026, to the holders of record and beneficial owners of our capital stock as of the close of business on the Record Date.
Only stockholders, and persons holding legal proxies from stockholders, may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to attend the Annual Meeting in person. If your shares are held in the name of a broker, trust, bank, or other nominee, you must bring a legal proxy or letter from that broker, trust, bank, or other nominee that confirms that you are the beneficial owner of those shares.
By Order of the Board of Directors,
/s/ Charles D. Rennick
CHARLES D. RENNICK
Vice President, General Counsel
and Corporate Secretary
Newton, Massachusetts
April 28, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers about the Annual Meeting and Voting Procedures | 2 |
| Proposal No. 1: Election of Directors | 5 |
| Our Board of Directors | 5 |
| Information about the Nominees | 5 |
| Recommendation of the Board of Directors | 7 |
| Information about Directors and Committee Membership | 7 |
| Board Leadership Structure | 7 |
| Information about Other Executive Officers | 8 |
| Information about Corporate Governance | 9 |
| Stockholders Agreement | 9 |
| Corporate Governance Guidelines | 9 |
| Insider Trading Policy and Prohibitions on Hedging and Pledging | 9 |
| Board Determination of Independence | 10 |
| Controlled Company | 10 |
| Board Meetings and Attendance | 11 |
| Director Attendance at Annual Meeting of Stockholders | 11 |
| Board Committees | 11 |
| Non-Ivory Director Nomination Process | 12 |
| Communications with Directors | 13 |
| The Board's Role in Risk Oversight | 13 |
| Code of Business Conduct and Ethics | 14 |
| Human Capital | 14 |
| Director Compensation | 14 |
| Fiscal 2025 Director Compensation | 15 |
| Executive Compensation | 15 |
| Compensation Discussion and Analysis | 15 |
| Short-Term Incentive Plan | 17 |
| Equity Incentive Compensation and Other Benefits | 18 |
| Executive Compensation Tables | 20 |
| Summary Compensation Table | 20 |
| Grants of Plan-Based Awards for 2025 | 21 |
| Non-Equity Incentive Plans | 21 |
| Equity Compensation Plans | 21 |
| Outstanding Equity Awards at Fiscal Year End for 2025 | 23 |
| Option Exercises and Stock Vested for 2025 | 23 |
| Nonqualified Deferred Compensation for 2025 | 23 |
| Employment Agreements and Potential Payments Upon Termination or Change of Control | 24 |
| Potential Payments Upon Termination or Change of Control | 27 |
| Pay Ratio Disclosure | 28 |
| Pay Versus Performance | 28 |
| Equity Compensation Plan Information | 36 |
| Compensation Committee Interlocks and Insider Participation | 36 |
| Security Ownership of Certain Beneficial Owners and Management | 36 |
| Certain Relationships and Related Party Transactions | 37 |
| Compensation Committee Report | 40 |
| Audit Committee Report | 40 |
| Independent Registered Public Accounting Firm | 41 |
| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 42 |
| Recommendation of the Board of Directors | 42 |
| Proposal No. 3: Advisory Vote to Approve Named Executive Compensation | 42 |
| Recommendation of the Board of Directors | 42 |
| Stockholder Proposals for 2027 Annual Meeting of Stockholders | 42 |
| Householding of Annual Meeting Materials | 43 |
| Other Matters | 43 |
| General | 43 |
i
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of TechTarget, Inc. (the "Company," "Informa TechTarget," "we," "us," or "our") of proxies to be voted at our 2026 Annual Meeting of Stockholders (the "Annual Meeting"), to be held at 2:00 p.m., Eastern Daylight Time, on Thursday, June 11, 2026, at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466 or at any adjournments or postponements thereof. Stockholders of record of our common stock, $0.001 par value per share, as of the close of business on April 17, 2026 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 72,299,443 shares of our common stock issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote on any matter presented at the Annual Meeting. Directions to our headquarters are available at: www.informatechtarget.com/contact-us/.
If proxies in the accompanying form are properly executed and returned, the shares of common stock represented thereby will be voted in the manner specified therein. If not otherwise specified, the shares of common stock represented by the proxies will be voted: (i)FOReach of the nine nominees for director (Proposal No. 1), (ii)FORthe ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal No. 2); (iii)FORapproval of an advisory (non-binding) resolution to approve the compensation of our named executive officers (Proposal No. 3); and (iv) in the discretion of the person or persons named in the Company's form of proxy, on any other proposals that may properly come before the Annual Meeting or any adjournment or postponements thereof.
Any stockholder of record who has voted or otherwise submitted a proxy may revoke it at any time before it is voted by delivering written notice addressed to our Corporate Secretary (provided we receive your written notice before the Annual Meeting date), by submitting a duly executed proxy bearing a later date (provided we receive the later proxy card before the Annual Meeting date), by voting again over the telephone or the Internet prior to 2:00 p.m., Eastern Daylight Time, on June 11, 2026, or by attending and voting at the Annual Meeting. Mere attendance at the Annual Meeting of the person appointing a proxy does not revoke the appointment.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026:
A copy of our Annual Report on Form 10-K (including the audited consolidated financial statements and schedules) for the fiscal year ended December 31, 2025 (the "Form 10-K"), as filed with the U.S. Securities and Exchange Commission, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to: TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466 Attention: Corporate Secretary, Telephone: (617) 431-9200. This Proxy Statement and the Form 10-K are also available through the Investor Relations portion of our website atwww.informatechtarget.com. We include our website address in this Proxy Statement only as an inactive textual reference and do not intend it to be an active link to our website. The information on our website and the information contained or linked therein or otherwise connected thereto is not a part of or incorporated by reference into this Proxy Statement, regardless of any reference to such website in this Proxy Statement.
This Proxy Statement and the Form 10-K will be available for viewing, printing, and downloading on or about April 29, 2026 atwww.edocumentview.com/TTGT.
| Informa TechTarget | Proxy Statement for 2026 Annual Meeting of Stockholders | 1 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.