GoDaddy (NYSE: GDDY) investors back directors, pay and incentive plan

Rhea-AI Filing Summary

GoDaddy Inc. reported results of its annual stockholder meeting held on June 3, 2026. Stockholders approved the Amended and Restated 2024 Omnibus Incentive Plan, which increases the authorized Class A common shares issuable under the plan by 3,116,000 shares.

All nine director nominees were elected with over 107 million votes each and substantial broker non-votes recorded. Stockholders also approved, on an advisory and non-binding basis, the compensation of named executive officers and ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Incentive plan share increase: 3,116,000 shares Say-on-pay support: 101,962,417 for / 8,404,346 against Auditor ratification votes for: 111,168,218 votes +3 more

6 metrics

Incentive plan share increase 3,116,000 shares Additional Class A common stock issuable under 2024 Omnibus Incentive Plan

Say-on-pay support 101,962,417 for / 8,404,346 against Advisory vote on named executive officer compensation

Auditor ratification votes for 111,168,218 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Incentive plan approval votes for 105,669,337 votes Approval of Amended and Restated 2024 Omnibus Incentive Plan

Typical broker non-votes 7,411,243 shares Broker non-votes reported for each director nominee and most proposals

Highest director support 110,449,618 votes for Votes for director nominee Sigal Zarmi

Key Terms

Amended and Restated 2024 Omnibus Incentive Plan, broker non-votes, advisory, non-binding vote, independent registered public accounting firm, +1 more

5 terms

Amended and Restated 2024 Omnibus Incentive Plan financial

"the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan"

broker non-votes financial

"Broker Non-votes 7,411,243"

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.

advisory, non-binding vote regulatory

"Advisory, non-binding vote to approve named executive officer compensation"

independent registered public accounting firm regulatory

"independent registered public accounting firm for the year ending December 31, 2026"

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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

0001609711false00016097112026-06-032026-06-03

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

FAQ

What did GoDaddy (GDDY) shareholders decide about the 2024 Omnibus Incentive Plan?

Shareholders approved the Amended and Restated 2024 Omnibus Incentive Plan, increasing authorized Class A common stock issuable under the plan by 3,116,000 shares. This provides additional equity capacity for future employee and director compensation awards.

Were all GoDaddy (GDDY) director nominees elected at the 2026 annual meeting?

Yes. All nine director nominees were elected to serve until the 2027 annual meeting. Each received more than 107 million votes in favor, with relatively small numbers of votes against or abstaining and 7,411,243 broker non-votes reported for each nominee.

How did GoDaddy (GDDY) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory, non-binding proposal on named executive officer compensation. The vote was 101,962,417 shares for, 8,404,346 against, and 264,976 abstaining, with 7,411,243 broker non-votes, indicating overall support for the current pay programs.

Which auditor did GoDaddy (GDDY) shareholders ratify for the 2026 fiscal year?

Shareholders ratified Ernst & Young LLP as GoDaddy’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 111,168,218 votes for, 6,796,303 against, and 78,461 abstentions, signaling broad support for retaining the auditor.

What were the vote results on GoDaddy’s (GDDY) amended incentive plan proposal?

The amended incentive plan received 105,669,337 votes for, 4,491,835 against, and 470,567 abstentions, with 7,411,243 broker non-votes. This approval allows the company to issue an additional 3,116,000 Class A common shares under the plan for equity awards.

When did GoDaddy (GDDY) hold its 2026 annual meeting of stockholders?

GoDaddy held its 2026 annual meeting of stockholders on June 3, 2026. At this meeting, shareholders voted on director elections, executive compensation, auditor ratification, and approval of the Amended and Restated 2024 Omnibus Incentive Plan with expanded share authorization.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 116.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.3 KB