Item 2.02 Results of Operations and Financial Condition.

On August 5, 2020, TechTarget, Inc. (the "Company") disclosed its results for the three months ended June 30, 2020 in its Shareholder Letter, which is posted on the Investor Relations section of its website at www.techtarget.com. The Shareholder Letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 2.02 of this Form 8-K (including Exhibit 99.1) is furnished in accordance with SEC Release No. 33-8216 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, regardless of any general incorporation by reference language in such filing, except as expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


Resignation of Director

On July 30, 2020, Leonard P. Forman notified the Company of his resignation from his position as a member of the Board of Directors ("Board") of the Company and as a member of the Company's Audit Committee ("Audit Committee"), effective July 31, 2020, for personal reasons. Mr. Forman served as the Chair of the Audit Committee and had been designated as the Audit Committee financial expert. Mr. Forman's resignation was not the result of any disagreements with the Company on any matters relating to the Company's operations, policies, or practices.

In light of Mr. Forman's resignation, the Board appointed Christina Van Houten to serve as a member of the Audit Committee and Bob Burke to serve as the Chair of the Audit Committee and designated Mr. Burke as the Audit Committee financial expert.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibit 99.1 relating to Item 2.02 shall be deemed to be furnished, and not filed:





Exhibit
Number                    Description

 99.1       Shareholder Letter dated August 5, 2020.

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