SEMR 8-K
SEMrush Holdings, Inc. (SEMR)
8-K
2022-09-19
For: 2022-09-19
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):September 19, 2022
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(800 ) 851-9959
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
(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:
| 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 | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 19, 2022, the Board of Directors (the “Board”) of Semrush Holdings, Inc. (the “Company”) approved a board size increase from six (6) to seven (7) members and appointed William R. Wagner to the newly created seat as a Class II director, effective immediately. The term of the Company’s Class II directors, including Mr. Wagner, expires at the annual meeting of stockholders to be held in 2023 or upon the election and qualification of successor directors. Mr. Wagner has also been appointed to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.
There are no arrangements or understandings between Mr. Wagner and any other person pursuant to which he was selected as a director, and he has no family relationship with any director or executive officer of the Company. Mr. Wagner does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Wagner’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, a copy of which policy is included as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In addition, the Company entered into an indemnification agreement with Mr. Wagner in connection with his appointment to the Board, in substantially the same form as that entered into with the Company’s other directors.
Item 7.01. Regulation FD Disclosure.
On September 19, 2022, the Company issued a press release announcing that Mr. Wagner has been appointed to the Board. A copy of the press release announcing Mr. Wagner’s election to the Board is furnished as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| Press Release issued by the registrant on September 19, 2022, furnished herewith. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMRUSH HOLDINGS, INC. | |||||||||||
| Date: September 19, 2022 | By: | /s/ Evgeny Fetisov | |||||||||
| Evgeny Fetisov | |||||||||||
| Chief Financial Officer | |||||||||||
Semrush Appoints Bill Wagner to its Board of Directors
Semrush (NYSE: SEMR), a leading online visibility management and content marketing SaaS (Software as a Service) platform, has appointed Bill Wagner to its board as an independent non-executive director.
“We are excited to welcome Bill to our Board of Directors. He brings 20+ years experience from the SaaS industry that supports our management and operational expertise, and software innovation leadership,” said Oleg Shchegolev, CEO of Semrush. “Attracting leaders such as Bill to our Board demonstrates that our exciting growth trajectory continues.”
Wagner served as the president and chief executive officer of GoTo (formerly LogMeIn, Inc.), one of the world’s top SaaS (software as a service) companies, from 2015 through 2022, after joining the company as chief operating officer in 2013. During his tenure, LogMeIn grew from a small-cap public company with $140 million in revenue to an industry leader with 4,000 employees, 2 million customers and more than $1 billion in revenue. LogMeIn was acquired by Francisco Partners and Evergreen Coast Capital for $4.3 billion in 2020.
Wagner serves on the board of directors of Akamai (NASDAQ: AKAM) and ChurnZero, a privately-held SaaS company. He is also on the board of advisors for BUILD Boston, an organization dedicated to the educational and professional success of youth from under-resourced communities.
“Before being a CEO, I oversaw marketing organizations and witnessed teams struggle to manage the disparate tools required to run a modern, digital-centric marketing department. Because of this experience, I instantly recognized the value of Semrush’s approach to unite SEO, content marketing, competitive research, PPC and social media marketing into a unified, highly-differentiated SaaS platform,” said Wagner. “I’m looking forward to working with Oleg and the Semrush team as the company continues to grow and gain share in this large and developing market.”
Semrush remains focused on strengthening its leadership and talent acquisition at all levels of the organization, including the Board of Directors. Wagner will serve as a Class II director and is expected to be included in the company's slate of nominees for election to the Board at the 2023 Annual Meeting of Stockholders. Wagner joins a team of seasoned leaders from technology, internet, and investment sectors including Semrush founders Oleg Shchegolev and Dmitri Melnikov; former CFO of Zynga and App Annie Mark Vranesh; Greycroft Partner Dylan Pearce; Siguler Guff Managing Director Roman Simonov, and former CEO of Vistaprint Trynka Shineman.
About Semrush
Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, pay-per-click, content, social media and competitive research campaigns and get measurable results from online
marketing. Semrush offers insights and solutions for companies to build, manage, and measure campaigns across various marketing channels. Semrush, with over 91,000 paying customers, is headquartered in Boston and has offices in Philadelphia, Dallas, Amsterdam, Berlin, Barcelona, Prague, Warsaw, Belgrade, and Limassol as well as new locations in Turkey, Armenia, and Georgia.
Forward-Looking Statements
This press release may include forward-looking statements regarding the growth of Semrush, the size and development of the market for its products and future leadership. Such forward-looking statements may be identified by the use of the following words (among others): “continues,” “remains,” “believes,” “expects,” “may,” “will,” “plan,” “should" or "anticipates," or comparable words and their negatives. These forward-looking statements are not guarantees but are subject to risks and uncertainties that could cause actual results to differ materially from the expectations contained in these statements. For a discussion of such risks and uncertainties, see "Risk Factors" in Semrush’s filings with the Securities and Exchange Commission, including its most recent quarterly report on Form 10-Q. Semrush assumes no obligation to update any forward-looking statements contained in this press release in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.
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