semr-2022121512/310001831840FALSE00018318402022-12-152022-12-15
UNITED STATES
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): December 15, 2022
Semrush Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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| 001-40276 | | 84-4053265 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
800 Boylston Street, Suite 2475 Boston, Massachusetts | | 02199 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(800) 851-9959
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
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| Securities | registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading
Symbol | | Name of each exchange
on which registered |
| Class A Common Stock, par value $0.00001 per share | | SEMR | | The New York Stock Exchange |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 15, 2022, the Amended and Restated Bylaws (the “Bylaws”) of Semrush Holdings, Inc., (the “Company”) were amended and restated in their entirety (the “Second Amended and Restated Bylaws”) by the Company’s Board of Directors (the “Board”), in accordance with the Bylaws. The Bylaws were amended and restated to provide that the Company’s lead independent director, if one is designated, has the authority to call meetings of the Board. The Second Amended and Restated Bylaws are effective December 15, 2022.
The foregoing description of the Second Amended and Restated Bylaws is qualified in its entirety by reference to the Second Amended and Restated Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
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| Second Amended and Restated Bylaws of Semrush Holdings, Inc. |
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.
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| SEMRUSH HOLDINGS, INC. | |
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| Date: December 16, 2022 | By: | /s/ David Mason | |
| | David Mason | |
| | General Counsel and Secretary | |