SEMrush Stockholders Approve Adobe Acquisition Deal at Special Meeting, Back Merger Pay Plan

Key Points

• At a virtual special meeting on Feb. 3, 2026, stockholders approved the Merger Agreement with Adobe, under which Semrush will become a wholly owned subsidiary of Adobe after the merger.
• Stockholders also approved, on an advisory basis, the merger-related compensation for Semrush’s named executives, and the board had unanimously recommended voting for both proposals.
• Votes were cast with Class A shares carrying one vote and Class B shares ten votes (voted together as a single class); Semrush said the inspector’s final report and detailed tallies will be filed in a Form 8-K within four business days.

SEMrush NYSE: SEMR held a special meeting of stockholders on Feb. 3, 2026, where investors voted on proposals related to the company’s planned acquisition by Adobe Inc. The meeting, chaired by Chief Executive Officer Bill Wagner, was conducted virtually and included directors Mark Vranesh, Caroline Tsay, and Oleg Shchegolev, along with Chief Financial Officer Brian Mulroy and Chief Legal Officer David Mason.

Meeting administration and voting procedures

Mason served as secretary of the meeting and had previously been appointed as the inspector of elections, with an oath to discharge his duties impartially to be filed with the meeting minutes. The company said the record date for voting was the close of business on Dec. 26, 2025, and that a list of stockholders as of that date was made available on the meeting website. Broadridge Financial Solutions, Inc. delivered an affidavit of mailing showing that notice of the meeting and the proxy statement were mailed to stockholders of record as of the record date.

Mason reviewed rules of order for the virtual meeting, including a statement that the meeting would not be recorded and that attendees were not permitted to use recording devices. He also provided customary disclosures regarding forward-looking statements and noted that the meeting was not a public forum for purposes of the SEC’s Regulation FD, meaning the company would not provide material non-public information during the session.

The inspector of elections confirmed that a quorum was present, allowing the meeting to proceed.

Three proposals presented to stockholders

Stockholders were asked to vote on up to three proposals described in the company’s proxy materials:

• Merger Agreement Proposal: Adoption of the Agreement and Plan of Merger dated Nov. 18, 2025, among Semrush, Adobe Inc., and Fenway Merger Sub, a direct wholly owned subsidiary of Adobe. Under the agreement, Merger Sub would merge with and into Semrush, with Semrush surviving as a wholly owned subsidiary of Adobe.
• Merger-related Compensation Proposal: An advisory, non-binding vote to approve compensation that may be paid or become payable to Semrush’s named executive officers that is based on or otherwise relates to the merger agreement and related transactions.
• Adjournment Proposal: Authorization to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal.

The board of directors unanimously recommended stockholders vote for both the Merger Agreement Proposal and the Merger-related Compensation Proposal. Regarding the potential adjournment, the company said it did not believe an adjournment would be necessary or appropriate and, as a result, did not intend to open or close the polls on that proposal unless circumstances changed.

Vote requirements and share structure

The company outlined voting rights for each class of common stock. Each share of Class A common stock was entitled to one vote per share, while each share of Class B common stock was entitled to 10 votes per share. The Class A and Class B shares were to be voted together as a single class on both the Merger Agreement Proposal and the Merger-related Compensation Proposal.

The Merger Agreement Proposal required an affirmative vote of holders of a majority of the voting power of all outstanding shares of Semrush common stock as of the record date to be adopted. The Merger-related Compensation Proposal required an affirmative vote of holders of a majority of the voting power of shares present virtually or represented by proxy at the meeting to be approved.

Preliminary results: merger agreement adopted

After allowing time for votes to be submitted, the company closed the polls at 10:10 a.m. on Feb. 3, 2026. Mason then announced preliminary voting results provided by the inspector of elections.

According to the preliminary tally:

• The Merger Agreement Proposal received the affirmative vote of holders of a majority of the voting power of all outstanding shares of Semrush common stock as of Dec. 26, 2025, and was adopted.
• The Merger-related Compensation Proposal received the affirmative vote of holders of a majority of the voting power of shares present virtually or represented by proxy at the meeting and was approved on an advisory basis.

The company said the final report of the inspector of elections would be attached to the minutes and that ballots cast would be filed with the meeting records. Semrush also stated it would file a Form 8-K within four business days to disclose the specific voting results for the matters voted on at the meeting.

With no further business, the meeting was adjourned.

About SEMrush NYSE: SEMR

SEMrush is a software-as-a-service (SaaS) provider specializing in online visibility management and digital marketing analytics. Its cloud-based platform offers tools for search engine optimization (SEO), pay-per-click (PPC) advertising research, content marketing, social media management, and competitive intelligence. By aggregating data across search engines, advertising networks, and social platforms, the company enables marketers to track keyword rankings, audit websites, analyze backlink profiles, and uncover competitor strategies.

The company's flagship offering, the SEMrush toolkit, includes modules for keyword research, site auditing, position tracking, backlink analysis, and content optimization.

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