semr-20220919

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


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)

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:

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).

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

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.

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.


Exhibit No.			Description

99.1			Press Release issued by the registrant on September 19, 2022, furnished herewith.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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


			☐			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))