DEF 14A

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 17, 2024

Dear TechTarget Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of TechTarget, Inc. (the "Annual Meeting"), which will be held at 2:00 p.m., Eastern Daylight Time, on Tuesday, June 4, 2024, at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466.

As in prior years, 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, 2023 ("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 TechTarget, Inc.


Sincerely,


GREG STRAKOSCH Executive Chairman		MICHAEL COTOIA Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2024

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 Tuesday, June 4, 2024 (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 two Class II Directors named in this Proxy Statement, each to serve for a three-year term from the date of his or her election and until such Director's successor is elected or until such Director's earlier death, disability, resignation or removal;

(2)

To ratify the appointment of Stowe & Degon, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

(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 10, 2024 (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 17, 2024, and provide access to our proxy materials over the Internet, beginning on April 17, 2024, 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 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 proxy or letter from that broker, trust, bank, or other nominee that confirms that you are the beneficial owner of those shares.

Please note that the proxy statement relates solely to the Annual Meeting and does not contain information about our proposed strategic combination with Informa PLC's digital businesses and does not ask you to consider the Agreement and Plan of Merger (the "Transaction Agreement") or the transactions contemplated thereby. We do not intend to discuss the proposed strategic combination or the Transaction Agreement at the Annual Meeting. Instead, we will hold a separate, special meeting of stockholders on a future date to consider and approve the Transaction Agreement and the transactions contemplated thereby. At the appropriate time, we will send a separate package of proxy solicitation materials to our stockholders for the special meeting in connection with the proposed strategic combination.

By Order of the Board of Directors,

/s/ Charles D. Rennick

CHARLES D. RENNICK

Vice President, General Counsel

and Corporate Secretary

Newton, Massachusetts

April 17, 2024

TABLE OF CONTENTS


		Page
Questions and Answers about the Annual Meeting and Voting Procedures		2
Proposal No. 1: Election of Class II Directors		5
Our Board of Directors		5
Information about the Nominees		5
Recommendation of the Board of Directors		5
Directors Continuing in Office		6
Information about Directors and Committee Membership		7
Board Leadership Structure		7
Lead Independent Director		7
Information about Other Executive Officers		7
Information about Corporate Governance		8
Corporate Governance Guidelines		8
Director Diversity Information		9
Prohibitions on Hedging and Pledging		9
Board Determination of Independence		9
Board Meetings and Attendance		9
Director Attendance at Annual Meeting of Stockholders		10
Board Committees		10
Director Nomination Process		11
Communications with Directors		12
The Board's Role in Risk Oversight		12
Code of Business Conduct and Ethics		13
Corporate Social Responsibility		13
Director Compensation		14
Fiscal 2023 Director Compensation		14
Executive Compensation		15
Compensation Discussion and Analysis		15
Executive Incentive Bonus Plan		16
Equity Incentive Compensation and Other Benefits		17
Executive Compensation Tables		19
Summary Compensation Table		19
Grants of Plan-Based Awards for 2023		20
Non-Equity Incentive Plans		20
Equity Compensation Plans		20
Outstanding Equity Awards at Fiscal Year End for 2023		21
Option Exercises and Stock Vested for 2023		22
Nonqualified Deferred Compensation for 2023		22
Employment Agreements and Potential Payments Upon Termination or Change of Control		23
Potential Payments Upon Termination or Change of Control		24
Pay Ratio Disclosure		25
Pay Versus Performance		26
Equity Compensation Plan Information		32
Compensation Committee Interlocks and Insider Participation		32
Security Ownership of Certain Beneficial Owners and Management		32
Delinquent Section 16(a) Reports		34
Certain Relationships and Related Party Transactions		34
Compensation Committee Report		34
Audit Committee Report		35
Independent Registered Public Accounting Firm		35
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm		36
Recommendation of the Board of Directors		36
Proposal No. 3: Advisory Vote to Approve Named Executive Compensation		36
Recommendation of the Board of Directors		36
Stockholder Proposals for 2025 Annual Meeting of Stockholders		36
Householding of Annual Meeting Materials		37
Other Matters		37
General		37

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of TechTarget, Inc. (the "Company," "TechTarget," "we," "us," or "our") of proxies to be voted at our 2024 Annual Meeting of Stockholders (the "Annual Meeting"), to be held at 2:00 p.m., Eastern Daylight Time, on Tuesday, June 4, 2024, 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 10, 2024 (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 28,548,634 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 the Company's headquarters are available at: www.techtarget.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) FOR the election of each of the Class II Directors (Proposal No. 1), (ii) FOR the ratification of Stowe & Degon, LLC as our independent registered public accounting firm (Proposal No. 2); (iii) FOR approval 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 4, 2024, 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 4, 2024:

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, 2023 (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 at www.techtarget.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 17, 2024 at www.edocumentview.com/TTGT.


TechTarget, Inc. \| Proxy Statement for 2024 Annual Meeting of Stockholders	1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES

What shares owned by me may be voted?

You may only vote the shares of our common stock owned by you as of the close of business on April 10, 2024, which is the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. These shares include the following: (i) shares of common stock held directly in your name as the stockholder of record; and (ii) shares of common stock held for you, as the beneficial owner, through a broker, trust, bank, or other nominee.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares through a broker, trust, bank, or other nominee, rather than directly in their own names. As described below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record

SEC Form DEF 14A filed by TechTarget Inc.