DigitalOcean (NYSE: DOCN) investors re-elect directors and back PwC, pay plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

DigitalOcean Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 15, 2026. Stockholders elected Warren Adelman and Pueo Keffer as Class II directors, with Adelman receiving 66,745,757 votes for and Keffer receiving 70,066,785 votes for, each to serve until the 2029 Annual Meeting of Stockholders.

Stockholders also ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 93,181,571 votes for. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 81,627,046 votes for and 1,869,745 votes against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Warren Adelman: 66,745,757 votes Votes for Pueo Keffer: 70,066,785 votes Auditor ratification votes for: 93,181,571 votes +3 more

6 metrics

Votes for Warren Adelman 66,745,757 votes Election as Class II director at 2026 Annual Meeting

Votes for Pueo Keffer 70,066,785 votes Election as Class II director at 2026 Annual Meeting

Auditor ratification votes for 93,181,571 votes Ratification of PricewaterhouseCoopers LLP for fiscal year 2026

Executive compensation votes for 81,627,046 votes Non-binding advisory approval of named executive officer compensation

Executive compensation votes against 1,869,745 votes Non-binding advisory vote on named executive officer compensation

Broker non-votes on pay 9,763,078 shares Broker non-votes on non-binding executive compensation proposal

Key Terms

non-binding advisory basis, independent registered public accounting firm, broker non-votes, Class II directors, +1 more

5 terms

non-binding advisory basis financial

"The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Class II directors financial

"were elected to serve as Class II directors of the Company’s Board of Directors"

Annual Meeting of Stockholders financial

"At the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of DigitalOcean Holdings, Inc."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/16/2026 - 06:27 PM

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 15, 2026

DigitalOcean Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-40252		45-5207470
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

105 Edgeview Drive, Suite 425	Broomfield	Colorado	80021
(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:


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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of DigitalOcean Holdings, Inc. (the "Company") held on June 15, 2026, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the definitive proxy statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission on April 24, 2026. The final results with respect to each proposal are set forth below.

Proposal 1 - Election of Directors

Warren Adelman and Pueo Keffer were elected to serve as Class II directors of the Company’s Board of Directors (the “Board”), each for a term expiring at the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or, if sooner, until their death, resignation or removal, by the following votes:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Warren Adelman	66,745,757	16,844,074	9,763,078
Pueo Keffer	70,066,785	13,523,046	9,763,078

Proposal 2 - Ratification of the Selection of Independent Registered Public Accounting Firm

The stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026, by the following votes:


Votes For	Votes Against	Abstentions
93,181,571	62,446	108,892

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:


Votes For	Votes Against	Abstentions	Broker Non-Votes
81,627,046	1,869,745	93,040	9,763,078

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.


Date:	June 16, 2026	DigitalOcean Holdings, Inc.
		By:	/s/ W. Matthew Steinfort
			W. Matthew Steinfort, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did DigitalOcean (DOCN) stockholders approve at the 2026 Annual Meeting?

Stockholders elected two Class II directors, ratified the auditor, and approved executive pay. Warren Adelman and Pueo Keffer were elected, PricewaterhouseCoopers LLP was ratified, and named executive officer compensation received majority support on a non-binding advisory basis.

Who was elected to DigitalOcean (DOCN)’s Board at the 2026 Annual Meeting?

Stockholders elected Warren Adelman and Pueo Keffer as Class II directors. Adelman received 66,745,757 votes for and Keffer received 70,066,785 votes for, each serving until the 2029 Annual Meeting of Stockholders, subject to earlier death, resignation, or removal.

Did DigitalOcean (DOCN) stockholders ratify the company’s independent auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as DigitalOcean’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 93,181,571 votes for, 62,446 votes against, and 108,892 abstentions recorded at the meeting.

How did DigitalOcean (DOCN) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of DigitalOcean’s named executive officers. The proposal received 81,627,046 votes for, 1,869,745 votes against, 93,040 abstentions, and 9,763,078 broker non-votes as disclosed in the results.

What are broker non-votes in DigitalOcean (DOCN)’s 2026 voting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. In DigitalOcean’s 2026 meeting, there were 9,763,078 broker non-votes on the director elections and the non-binding executive compensation proposal, but they did not affect approval outcomes.

How long will the newly elected DigitalOcean (DOCN) directors serve?

Warren Adelman and Pueo Keffer were elected as Class II directors to terms expiring at the 2029 Annual Meeting. They will serve until that meeting and until successors are duly elected and qualified, or earlier death, resignation, or removal under company governance provisions.

Filing Exhibits & Attachments

3 documents