UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
GoDaddy Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | |
| Delaware | | 001-36904 | | 46-5769934 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| 2155 E. GoDaddy Way | | Tempe | Arizona | | 85284 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(480) 505-8800
Registrant's telephone number, including area 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 (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: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value per share | | GDDY | | 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 ☐
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Effective July 7, 2022, Roger Chen, the Chief Operating Officer of GoDaddy Inc. (the “Company”), entered into a new employment agreement with the Company and certain of its affiliates (the “Employment Agreement”). The Employment Agreement provides Mr. Chen with a one-time payment of $150,000 to support his relocation from China to Singapore.
The summary of the Employment Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendments to the Bylaws
On July 7, 2022, the Board of Directors (the “Board”) of the Company amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) to revise the advance notice and related procedural and disclosure requirements for shareholders to propose business at a meeting of shareholders, including the requirements for the valid nomination of a candidate for director.
The Bylaws also contain certain other routine and non-substantive updates and revisions.
The description above of the amendments to the Company’s existing Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | | | | |
| Exhibit Number | | Exhibit Description |
| 3.1 | | |
| 10.1+# | | |
| | | | | |
| + | Indicates management contract or compensatory plan or arrangement. |
| # | Certain provisions or terms of the agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. GoDaddy Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request. |
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. | | | | | | | | |
| | GODADDY INC. |
| | |
| Date: | July 7, 2022 | /s/ Michele Lau |
| | Michele Lau |
| | Chief Legal Officer and Corporate Secretary |
