0001178913-21-002995.txt : 20210914 0001178913-21-002995.hdr.sgml : 20210914 20210914061822 ACCESSION NUMBER: 0001178913-21-002995 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210914 FILED AS OF DATE: 20210914 DATE AS OF CHANGE: 20210914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tremor International Ltd. CENTRAL INDEX KEY: 0001849396 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40504 FILM NUMBER: 211251174 BUSINESS ADDRESS: STREET 1: HASHMONAIM 121 STREET 2: 2ND FLOOR CITY: TEL AVIV STATE: L3 ZIP: 6713328 BUSINESS PHONE: 972-3-545-3900 MAIL ADDRESS: STREET 1: HASHMONAIM 121 STREET 2: 2ND FLOOR CITY: TEL AVIV STATE: L3 ZIP: 6713328 6-K 1 zk2126578.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Month of September 2021

Commission File Number 001-40504

Tremor International Ltd.
(Translation of registrant’s name into English)

82 Yigal Alon Street, Tel Aviv 6789124, Israel
 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Explanatory Note

On September 14, 2021, Tremor International Ltd. (the “Company”) held an Annual General Meeting of Shareholders (the “Meeting”) at the Company’s principal executive offices at 82 Yigal Alon Street, Tel Aviv 6789124, Israel.

At the Meeting, the Company’s shareholders voted upon and approved, by the applicable required majority, each of the proposals that were described in the Company’s Notice of Annual General Meeting, which was attached as Exhibit 99.1 to the Company’s report of foreign private issuer on Form 6-K furnished to the Securities and Exchange Commission on August 10, 2021.

On September 14, 2021, the Company issued an announcement titled “Results of Annual General Meeting”, a copy of which is attached as Exhibit 99.1 to this Form 6-K.

This information in this report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Company's registration statements on Form S-8 (Registration No. 333-258731).

Exhibit 99.1
Company announcement dated September 14, 2021, “Results of Annual General Meeting”.


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, thereunto duly authorized.

Tremor International Ltd.
  
     
By:
/s/ Sagi Niri
  
Name:
Sagi Niri
  
Title:
Chief Financial Officer
  

Date: September 14, 2021


Exhibit List
 
  


EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1
Exhibit 99.1

14 September 2021
Tremor International Ltd
(“Tremor” or the “Company”)

Results of Annual General Meeting

Tremor International Ltd. (AIM/NASDAQ: TRMR), a global leader in Video and Connected TV ('CTV') advertising, offering an end-to-end technology platform that enables advertisers to reach relevant audiences and publishers to maximize yield on their digital advertising inventory, confirms that at the Annual General Meeting of the Company, held earlier today, all resolutions were duly passed.

The total number of votes received on each resolution put to the AGM was as follows:

#
Resolution
Votes
FOR
%
Votes AGAINST
%
Total Votes Cast (excluding Votes WITHHELD)
Votes WITHELD
1
Re-elect Christopher Stibbs as an independent non-executive director
43,654,605
99.8
99,548
0.2
43,754,153
2,647
3
Re-elect Rebekah Brooks as a non-executive director
43,653,782
99.8
100,339
0.2
43,754,121
2,679
4
Re-elect Norm Johnston as a non-executive director
43,653,815
99.8
100,338
0.2
43,754,153
2,647
4
Re-elect Ofer Druker as director
43,654,538
99.8
99,615
0.2
43,754,153
2,647
5
Re-elect Yaniv Carmi as director
43,654,538
99.8
99,615
0.2
43,754,153
2,647
6
Re-elect Sagi Niri as director
43,626,028
99.7
128,125
0.3
43,754,153
2,647
7
Re-appoint Somekh Chaikin, a member firm of KPMG International, as auditors
43,728,245
99.9
25,876
0.1
43,754,121
2,647

Notes:

Link Asset Services acted as scrutineer of the poll on all resolutions.


 •
A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes cast "For" or "Against" the resolution.

•
Votes "For" and "Against" are expressed as a percentage of votes validly cast for that resolution at the AGM, excluding any "Withheld" votes.

•
As at 2 August 2021 (the record date for the AGM), the Company's issued share capital consisted of 151,847,099 ordinary shares with a nominal value of NIS 0.01 each, along with 28,891,296 shares reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon). The Company holds these dormant shares in treasury. Therefore, the total number of shares with voting rights as of the record date for the AGM was 151,847,099.

For further information please contact:

Tremor International Ltd
Ofer Druker, Chief Executive Officer
Sagi Niri, Chief Financial Officer
 
via Vigo Consulting
finnCap Ltd
Jonny Franklin-Adams / James Thompson (Corporate Finance)
Tim Redfern / Dicky Chambers (ECM)
 
Tel: +44 20 7220 0500
Stifel Nicolaus Europe Limited
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
 
Tel: +44 20 7710 7600
 
Vigo Consulting
Jeremy Garcia
Antonia Pollock
Tel: +44 20 7390 0230

About Tremor International
Tremor is a global company offering an end to end software advertising platform, operating across three core capabilities - Video, Data and CTV.  Tremor’s unique approach is centred on offering a full stack of end-to-end software solutions which provides it with a major competitive advantage within the video advertising ecosystem.

Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative content. Tremor Video’s  innovative video advertising technology has offerings in CTV, in-stream, out-stream and in-app.

The media side of Tremor, Unruly, drives real business outcomes in multiscreen advertising. Its programmatic platform efficiently and effectively delivers performance, quality, and actionable data to demand and supply-focused clients and partners. Tremor has a meaningful number of direct integrations with publishers, unique demand relationships with a variety of advertisers and privileged access to News Corp inventory. Unruly connects to the world's largest DSPs and is compatible with most AdAge top 100 brands.

Tremor is headquartered in Israel and maintains offices throughout the United States, Canada, Europe, Asia-Pacific and Australia and is traded on the London Stock Exchange (AIM: TRMR) and NASDAQ (TRMR) .