Teads (TEAD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, and a reverse stock split.

• Stockholders can vote online, by phone, mail, or during the virtual meeting, with a record date of March 20, 2026.

• The Board recommends voting for all director nominees, executive compensation, annual say-on-pay frequency, auditor ratification, and the reverse stock split.

Voting matters and shareholder proposals

• Proposals include electing four Class II directors, approving executive compensation, setting the frequency of say-on-pay votes, ratifying KPMG LLP as auditor, and approving a reverse stock split at a ratio of 1-for-5 to 1-for-25.

• The Board recommends annual say-on-pay votes and supports all proposals.

• Stockholders may submit proposals and director nominations for future meetings per bylaw requirements.

Board of directors and corporate governance

• The Board consists of ten members, eight of whom are independent, with a classified structure for stability and long-term strategy.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• The Board Chair and CEO roles are separated, with a Lead Director providing additional independent oversight.

• The Board emphasizes diversity, independence, and regular engagement with stockholders.