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 11, 2024
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GITLAB INC.
(Exact name of Registrant as Specified in Its Charter)
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| | | | | | | | | | | | | | | | | |
| Delaware | | 001-40895 | | 47-1861035 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | |
Address Not Applicable1 | | | | Zip Code Not Applicable1 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: Not Applicable
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:
☐ 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, par value $0.0000025 per share | | GTLB | | The Nasdaq Stock Market LLC |
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.
☐
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1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: reach.gitlab@gitlab.com.
Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, on June 11, 2024, the stockholders of GitLab Inc. (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to permit the exculpation of officers as permitted pursuant to recent amendments to the Delaware General Corporation Law. On June 11, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2024, the Company held its 2024 Annual Meeting of Stockholders and the following proposals were adopted:
1.Election of two Class III directors, Sundeep Bedi and Sue Bostrom, each to serve a three-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:
| | | | | | | | | | | | | | |
| Nominees | Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| | | | |
| Sundeep Bedi | 323,436,858 | — | 30,598,042 | 19,668,022 |
| Sue Bostrom | 323,159,336 | — | 30,875,564 | 19,668,022 |
2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025:
| | | | | | | | |
| Shares For | Shares Against | Shares Abstaining |
| 372,357,701 | 1,225,512 | 119,709 |
3.Approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers.
| | | | | | | | | | | |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| 335,815,214 | 17,458,061 | 761,625 | 19,668,022 |
4.Approve an amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law.
| | | | | | | | | | | |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| 312,888,604 | 40,503,364 | 642,932 | 19,668,022 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 3.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | GitLab Inc. |
| | | | |
| Dated: June 13, 2024 | | By: | /s/ Brian Robins |
| | | | Brian Robins |
| | | Chief Financial Officer |
