🧾 What This Document Is

This is a formal invitation and proxy statement for Similarweb's 2026 Annual General Meeting (AGM) of shareholders. Think of it as the company's official "meeting notice and agenda." Its purpose is to inform shareholders about what will be voted on and to gather their voting instructions, especially if they can't attend in person. The key date here is May 28, 2026, at 4:00 p.m. Israel time, at the company's headquarters in Givatayim.

🏢 What The Company Does

👉 In simple terms, Similarweb is like a "Google Analytics" for the entire internet. They provide digital intelligence and analytics, helping businesses understand website traffic, online market trends, and their competitors' performance. They are an Israeli company listed on the NYSE under the ticker SMWB.

🔑 The Three Big Things Shareholders Will Vote On

The meeting has a simple agenda with three main proposals. The Board unanimously recommends voting FOR all of them.

🗳️ Proposal 1: Re-elect Three Directors

Shareholders will vote to re-elect three existing board members: Harel Beit-On (the Board Chairman), Kipp Bodnar (CMO of HubSpot), and Joe Del Preto (CFO of Sprout Social). If approved, their terms will last until 2029.

• Why it matters: This is about continuity and expertise. Beit-On brings deep tech investment experience, Bodnar offers top-tier marketing insight from a major SaaS company, and Del Preto provides public company financial leadership.

🗳️ Proposal 2: Approve the Executive Compensation Policy

This is a required vote under Israeli law to re-approve the company's policy for paying its top executives and directors. The policy is "substantially identical" to the old one with minor updates.

• Why it matters: This policy sets the rules for how the CEO and other leaders get paid, aiming to align their interests with shareholders. Key features include:
  • A mix of fixed pay (salary) and variable pay (bonuses and stock).
  • Annual bonus caps: Target bonuses are 100% of base salary, with a maximum of 200% for overachievement.
  • Equity award caps: Grants are limited to a percentage of the officer's salary or the company's market value.
  • Pay-for-performance: Bonuses are tied to measurable company goals like revenue and operating income.

🗳️ Proposal 3: Re-appoint the Auditor

Shareholders will vote to re-hire Kost, Forer, Gabbay & Kasierer (a member of Ernst & Young Global) as the independent accounting firm for 2026.

• Why it matters: The auditor verifies that the company's financial statements are accurate and trustworthy. The total fees paid to them decreased from $855,000 in 2024 to $743,000 in 2025.

👥 Who Owns the Company & Governance

Here’s a snapshot of major players and the company's structure.

📊 Major Shareholders (>5%)

• MIH E-Commerce Holdings BV (Prosus/Naspers group): 12.8%
• Viola Group: 12.3%
• Anglo-Peacock Nominees Ltd. (for Joshua Alliance): 10.1%

👔 Executive & Board Holdings

• All directors and executive officers as a group (10 people) own 30.2% of the company.
• Co-Founder & CEO Or Offer owns 6.9%.
• 7 out of 8 directors are independent, which is a strong governance practice.

🏛️ Governance Structure

Similarweb has a "staggered board" with three classes of directors serving overlapping three-year terms. This is often used to provide stability and defend against hostile takeovers.

⚖️ The Special Voting Rules (The "Israeli Twist")

Voting isn't just a simple majority. Proposal 2 (Compensation Policy) has extra rules under Israeli Companies Law to ensure it's not just approved by insiders or parties with a personal interest. 👉 Key takeaway: For the compensation policy to pass, the majority of votes in favor must also include a majority of votes from shareholders who are not company insiders or their relatives. The company believes no one outside of the officers themselves falls into this "Interested Shareholder" category.

📅 Logistics & Key Dates

• Who can vote: Shareholders of record as of April 23, 2026.
• Quorum needed: At least two shareholders holding at least 25% of voting power. If not met, the meeting adjourns for a week.
• How to vote: By mail, telephone, internet, or in person. Proxy votes must be received by 11:59 p.m. EDT on May 27, 2026.
• Need help? Contact Investor Relations at https://ir.similarweb.com/resources/contact-us.

🧠 The Analogy

Holding this AGM is like a mandatory annual "state of the union" for the owners (shareholders). The company's management is presenting its leadership team (the directors) for a performance review and re-approval, updating the rulebook for how it pays its top officials (the compensation policy), and verifying its accountant (the auditor) is still the right fit to certify the financial books. The special voting rules are like having a referee ensure the owners' meeting isn't unduly influenced by the management being reviewed.

🧩 Final Takeaway

This filing is a routine but crucial piece of corporate governance. Shareholders are being asked to endorse the company's leadership, its pay philosophy, and its financial auditor. The process highlights the dual regulatory framework Similarweb operates under (U.S. listing + Israeli law), with the most notable complexity being the special voting rules for executive compensation designed to protect minority shareholders.