ttgt-def14a_20210608.htm

DEF 14A 1 ttgt-def14a_20210608.htm DEF 14A ttgt-def14a_20210608.htm

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 the appropriate box):

☑	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:


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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	(4)	Date Filed:

TECHTARGET, INC.

275 GROVE STREET

NEWTON, MA 02466

April 21, 2021

Dear Stockholder:

We hope that this letter finds you, your families, and your colleagues safe and healthy. The disruption caused by the novel coronavirus disease (“COVID-19”) has affected virtually every country in the world and has touched almost every facet of our daily lives. Despite this disruption, we were able to smoothly transition to a fully remote work environment beginning in March 2020 and our dedicated employees have continued to demonstrate great resilience and determination, going above and beyond to help TechTarget and our customer’s sales and marketing teams to deliver high quality and impactful sales and marketing campaigns. Our customers, investors, and partners have also provided strong support and encouragement throughout the COVID-19 pandemic. Even with the significant challenges of 2020, we had a very strong year, topped off with three acquisitions, Data Sciences Central, LLC, BrightTALK Limited, and the Enterprise Strategy Group, Inc., all of which will allow us to take advantage of long-term market trends and competitively position ourselves for continued growth.

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of TechTarget, Inc. (the “Annual Meeting”), which will be held at 2:00 p.m., Eastern Time, on Tuesday, June 8, 2021, at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466. While we intend to hold our Annual Meeting at our corporate headquarters, we are actively monitoring governmental guidance, protocols, and other restrictions related to COVID-19 and are sensitive to the public health and travel concerns of our stockholders. In the event that it is not possible or advisable to hold our Annual Meeting at our corporate headquarters, we will conduct our Annual Meeting solely online and make an announcement via press release (which we will also file with the U.S. Securities and Exchange Commission (“SEC”)) to that effect as promptly as practicable. Please monitor our website at www.techtarget.com for updated information. If you are planning to attend our Annual Meeting at our corporate headquarters, please check our website at least ten days prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to our Annual Meeting.

As in prior years, we are pleased to be using the SEC rule that allows companies to furnish their proxy materials over 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, 2020. 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 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 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 8, 2021

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 Time, on Tuesday, June 8, 2021 (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 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 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, 2021;

(3)

To approve an amendment to our 2017 Stock Option and Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 3,000,000 shares to 6,800,000 shares; 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 14, 2021 (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 23, 2021, and provide access to our proxy materials over the Internet, beginning on April 23, 2021, 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.

By Order of the Board of Directors,

/s/ Charles D. Rennick

CHARLES D. RENNICK

Vice President, General Counsel

and Corporate Secretary

Newton, Massachusetts

April 21, 2021

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		5
Information about Continuing Directors and Committee Membership		6
Board Leadership Structure		6
Lead Independent Director		7
Information about Other Executive Officers		7
Information about Corporate Governance		7
Corporate Governance Guidelines		7
Majority Voting and Resignation Policy		8
Prohibitions on Hedging and Pledging		8
Board Determination of Independence		8
Board Meetings and Attendance		9
Director Attendance at Annual Meeting of Stockholders		9
Board Committees		9
Director Nomination Process		10
Communications with Directors		11
The Board’s Role in Risk Oversight		11
Code of Business Conduct and Ethics		12
Corporate Social Responsibility Initiatives		12
Director Compensation		13
Fiscal 2020 Director Compensation		13
Executive Compensation		14
Compensation Discussion and Analysis		14
Executive Incentive Bonus Plan		15
Equity Incentive Compensation and Other Benefits		16
Executive Compensation Tables		18
Summary Compensation Table		18
Grants of Plan-Based Awards for 2020		19
Non-Equity Incentive Plans		19
Equity Compensation Plans		19
Outstanding Equity Awards at Fiscal Year End for 2020		20
Option Exercises and Stock Vested For 2020		20
Nonqualified Deferred Compensation for 2020		21
Employment Agreements and Potential Payments Upon Termination or Change of Control		21
Potential Payments Upon Termination or Change of Control		22
Pay Ratio Disclosure		23
Equity Compensation Plan Information		23
Compensation Committee Interlocks and Insider Participation		23
Security Ownership of Certain Beneficial Owners and Management		24
Delinquent Section 16(a) Reports		25
Certain Relationships and Related Party Transactions		25
Compensation Committee Report		26
Audit Committee Report		26
Independent Registered Public Accounting Firm		27
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm		28
Recommendation of the Board of Directors		28
Proposal No. 3: Approval of an Amendment to our 2017 Stock Option and Incentive Plan		28
Recommendation of the Board of Directors		36
Stockholder Proposals for 2022 Annual Meeting of Stockholders		36
Householding of Annual Meeting Materials		37
Other Matters		37
General		37

Appendix A – Amendment No. 1 to 2017 Stock Option and Incentive Plan		A-1
Appendix B – Proxy Cards		B-1

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,” or “us”) of proxies to be voted at our 2021 Annual Meeting of Stockholders (the “Annual Meeting”), to be held at 2:00 p.m., Eastern Time, on Tuesday, June 8, 2021, at our 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 14, 2021 (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 28,147,418 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/.

While we intend to hold our Annual Meeting at our corporate headquarters, we are actively monitoring governmental guidance, protocols, and other restrictions related to COVID-19 and are sensitive to the public health and travel concerns of our stockholders. In the event that it is not possible or advisable to hold our Annual Meeting at 275 Grove Street, Newton, Massachusetts 02466, we will conduct our Annual Meeting solely online and make an announcement via press release (which we will also file with the SEC) to that effect as promptly as practicable. Please monitor our website at www.techtarget.com for updated information. If you are planning to attend our Annual Meeting at our corporate headquarters, please check the website at least ten days prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to our Annual Meeting.

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 the approval of an amendment to our 2017 Stock Option and Incentive Plan (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 written notice addressed to and received by our Corporate Secretary, by submitting a duly executed proxy bearing a later date, by voting again over the telephone or the Internet prior to 1:00 a.m., Eastern Time, on June 8, 2021, or by electing to vote at the Annual Meeting. The mere attendance at the Annual Meeting of the person appointing a proxy does not, however, revoke the appointment.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2021:

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, 2020 (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: (888) 274-4111. This Proxy Statement and the Form 10-K are also available through the Investor Relations portion of our website at www.techtarget.com.

This Proxy Statement and the Form 10-K will be available for viewing, printing, and downloading on or about April 23, 2021 at www.edocumentview.com/TTGT.

TechTarget, Inc. | Proxy Statement for 2021 Annual Meeting of Stockholders

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES

1.	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 14, 2021, 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.

2.	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. If your shares are registered directly in your name with our transfer agent, Computershare, Inc., then you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy to the persons specified on the form of proxy or to vote at the Annual Meeting. The persons named in the form of proxy will vote the shares you own in accordance with your instructions on the proxy card you mail in, submit online, or provide by telephone. If you return the proxy card, but do not give any instructions on a particular matter described in this Proxy Statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our Board. Alternatively, you may vote through the Internet or by telephone by following the instructions on the proxy card.

Beneficial Owners. If your shares are held in a brokerage account, by a bank, trust, or other nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials will be supplied to you by your broker, bank, trust, or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trust, or other nominee how to vote. You are also invited to attend the Annual Meeting, but since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a proxy from your broker, bank, trust, or nominee. Your broker, bank, trust, or other nominee should have supplied a voting instruction card or link to online voting for you to use. If you wish to attend and vote at the Annual Meeting, please mark the box on the voting instruction card received from your broker, bank, trust, or nominee and return it to the broker, bank, trust, or other nominee so that you receive a legal proxy to present at the Annual Meeting.

3.	How may I vote my shares?

You may vote your shares by attending the Annual Meeting, by using the Internet or telephone, or (if you received hard copies of the proxy materials) by completing and returning the form of proxy by mail.

Voting in Person by Attending the Annual Meeting. You may vote shares held directly in your name as the stockholder of record in person at the Annual Meeting. If you choose to vote in person at the Annual Meeting, please bring the proxy card and proof of identification with you. You may vote shares that you beneficially own if you receive and present at the Annual Meeting a proxy from your broker or nominee, together with proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting Without Attending the Annual Meeting. Whether you hold shares directly as the stockholder of record or as the beneficial owner in street name, you may direct your vote without attending the Annual Meeting. You may also do so by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Please note that if you received a Notice of Internet Availability of Proxy Materials (“Notice”), then you may not vote your shares by filling out and returning the Notice. You must follow the instructions on the Notice to view materials and vote by using the Internet or telephone, or by requesting hard copy materials and a proxy card. If you choose to vote by proxy, the named proxies will vote your shares according to the directions you provide in the proxy, using the Internet or by telephone. If no directions are provided, except as otherwise indicated in this Proxy Statement, the shares will be voted, as recommended by the Board, FOR approval of Proposal No. 1, Proposal No. 2, and Proposal No. 3. Discretionary authority is provided in the proxy as to any matters not specifically referred to in the proxy. Our Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If other matters are properly brought before the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit the solicitation of additional proxies in the event that one or more proposals have not been approved by a sufficient number of votes at the time of the Annual Meeting, then the persons named in the proxy will vote on such matters in their own discretion. If you are a beneficial owner of common stock, please refer to the voting instruction card included by your broker, bank, trust, or other nominee for applicable voting procedures.

4.	How may I revoke a proxy or an Internet or telephone vote?

A proxy may be revoked by executing a later-dated proxy card, by voting again over the telephone or on the Internet prior to 1:00 a.m., Eastern Time, on June 8, 2021, by attending the Annual Meeting and voting, or by giving written notice

TechTarget, Inc. | Proxy Statement for 2021 Annual Meeting of Stockholders

revoking the proxy to our Corporate Secretary before it is exercised. Attendance at the Annual Meeting will not automatically revoke a stockholder’s proxy. All written notices of revocation or other communications with respect to revocation of proxies should be addressed to TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attention: Co

SEC Form DEF 14A filed by TechTarget, Inc.