As further described under Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), at the 2024 Annual Meeting (as defined below) of Semrush Holdings, Inc. (the “Company”), and upon the recommendation of the Board of Directors (the “Board”) of the Company, the Company’s stockholders approved a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law (the “Officer Exculpation Amendment”). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval.
The Officer Exculpation Amendment is described in detail under “Proposal Two: Amendment of Certificate of Incorporation to Allow Officer Exculpation” beginning on page 20 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2024 (the “Proxy Statement”) in connection with the 2024 Annual Meeting. The text of the Officer Exculpation Amendment was included on Pages 20 and 21 of the Proxy Statement.
The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 10, 2024.
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