GoDaddy Inc.

8-K · gddy-20260603.htm iXBRL

0001609711 2026-06-03 2026-06-03

 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 3, 2026

 GoDaddy Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
 001-36904
 46-5769934

 (State or other jurisdiction of incorporation)
 (Commission File Number)
 (IRS Employer Identification No.)

 100 S. Mill Ave, Suite 1600
 Tempe
 Arizona
 85281

 (Address of principal executive offices)
 (Zip Code)

 ( 480 ) 505-8800
 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:
 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 At the Annual Meeting of Stockholders of GoDaddy Inc. (the “Company”) held on June 3, 2026 (the “Annual Meeting”), the Company’s stockholders approved the adoption of the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan (the “Amended Plan”) pursuant to which the number of authorized shares of Class A Common Stock issuable thereunder was increased by 3,116,000 shares. The Board of Directors of the Company previously approved the Amended Plan, subject to stockholder approval at the Annual Meeting. The Amended Plan became effective at the time of stockholder approval.
 The Amended Plan amends and restates the GoDaddy Inc. 2024 Omnibus Incentive Plan, which was previously approved by the Company's stockholders on June 6, 2024. The principal features of the Amended Plan are described in detail under “Proposal 4 – Approval of the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan,” of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on April 24, 2026 (the “Proxy Statement”). The foregoing descriptions are qualified in their entirety by reference to the Amended Plan, a copy of which is included in the Proxy Statement as Appendix B, and attached hereto as Exhibit 10.1.
 Item 5.07    Submission of Matters to a Vote of Security Holders
 As described above, the Company held its Annual Meeting on June 3, 2026. For more information about the four proposals that were voted on at the Annual Meeting, see the Company’s Proxy Statement filed with the SEC on April 24, 2026.
 The voting results for each of the proposals are as follows:
 1. Election of nine directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation, death or removal
 Each director nominee was duly elected to serve until the 2027 annual meeting of stockholders and until their successor is duly elected and qualified, subject to earlier resignation, death or removal. The results of such vote were as follows:

 Nominee

 For

 Against

 Abstain

 Broker Non-votes

 Aman Bhutani

 110,350,584 226,106 55,049 7,411,243
 Herald Chen

 108,676,943 1,904,010 50,786 7,411,243
 Caroline Donahue

 109,229,692 1,351,735 50,312 7,411,243
 Mark Garrett

 108,928,931 1,653,670 49,138 7,411,243
 Brian Sharples

 110,015,052 565,341 51,346 7,411,243
 Graham Smith

 110,295,719 283,205 52,815 7,411,243
 Leah Sweet

 107,348,817 3,168,349 114,573 7,411,243
 Srini Tallapragada

 109,528,916 986,069 116,754 7,411,243
 Sigal Zarmi

 110,449,618 122,826 59,295 7,411,243

 2. Advisory, non-binding vote to approve named executive officer compensation
 The stockholders approved the advisory, non-binding proposal to approve the compensation of the Company’s named executive officers. The results of such vote were as follows:

 For

 Against

 Abstain

 Broker Non-votes

 101,962,417 8,404,346 264,976 7,411,243

 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026
 The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were as follows:

 For

 Against

 Abstain

 111,168,218 6,796,303 78,461

 4. Approval of the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan
 The stockholders approved the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan. The results of such vote were as follows:

 For

 Against

 Abstain

 Broker Non-votes

 105,669,337 4,491,835 470,567 7,411,243

 Item 9.01. Financial Statements and Exhibits.
 (d) Exhibits

 No.
  
 Exhibit Description

 10.1+

 GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 + Indicates a compensatory plan.

 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: June 5, 2026 /s/ Jared Sine
 Jared Sine
 Chief Strategy and Legal Officer