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): June 6, 2023
DigitalOcean Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-40252 | 45-5207470 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| |
| 101 6th Avenue | New York | New York | 10013 |
| (Address of Principal Executive Offices) | (Zip Code) |
(646) 827-4366
Registrant's telephone number, including area code
Not Applicable
(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 (see General Instruction A.2. below):
☐ 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))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.000025 per share | DOCN | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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.
o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2023, DigitalOcean Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2023 (the “Proxy Statement”). The final results with respect to each proposal are set forth below.
Proposal 1 - Election of Directors
Warren Adelman, Pueo Keffer and Hilary Schneider were each elected to serve as a Class II director of the Company’s Board of Directors (the “Board”) until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal, by the following votes:
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| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Warren Adelman | | 46,273,324 | | 9,877,253 | | 13,574,412 |
| Pueo Keffer | | 49,410,979 | | 6,739,598 | | 13,574,412 |
| Hilary Schneider | | 55,574,547 | | 576,030 | | 13,574,412 |
Proposal 2 - Ratification of the Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023, by the following votes:
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| Votes For | | Votes Against | | Votes Abstain | |
| 69,462,359 | | 151,480 | | 111,150 | |
Proposal 3 - Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, by the following votes:
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| Votes For | | Votes Against | | Votes Abstain | | Broker Non-Votes |
| 52,301,869 | | 3,732,958 | | 115,750 | | 13,574,412 |
Proposal 4 - Approval, on a Non-Binding Advisory Basis, of the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of the Company's Named Executive Officers
The stockholders approved, on a non-binding advisory basis, every one year as the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers, by the following votes:
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| 1 Year | | 2 Years | | 3 Years | | Votes Abstain | | Broker Non-Votes |
| 55,693,797 | | 49,986 | | 276,895 | | 129,899 | | 13,574,412 |
Based on the results of the vote, and consistent with the Board’s recommendation, the Company has determined to hold a non-binding advisory vote to approve the compensation of its named executive officers on an annual basis until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers.
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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| Date: | June 8, 2023 | DigitalOcean Holdings, Inc. |
| | By: | /s/ Alan Shapiro |
| | | Alan Shapiro, General Counsel |
