UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2025

Outbrain Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40643

20-5391629

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

111 West 19th Street

New York, NY 10011

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (646) 867-0149

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On June 5, 2025, Outbrain Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results of each matter.

Proposal 1: Election of Directors

To elect Nithya B. Das 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:


For	Withhold	Broker Non-Votes
70,215,503	1,362,958	9,378,753

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:


For	Withhold	Broker Non-Votes
65,970,924	5,607,537	9,378,753

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:


For	Withhold	Broker Non-Votes
66,409,587	5,168,874	9,378,753

Proposal 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:


For	Against	Abstain
80,554,223	344,942	58,049

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	OUTBRAIN INC.
Date: June 6, 2025	By:	/s/ David Kostman
		Name: David Kostman
		Title: Chief Executive Officer

Outbrain Inc. 8-K