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GitLab (NASDAQ: GTLB) CLO to resign as shareholders back board, pay and KPMG

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GitLab Inc. reported governance updates from its 2026 annual meeting and an executive change. Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary Robin Schulman plans to resign effective June 30, 2026, and the company states her decision was not due to any disagreement over operations, policies, or practices.

Stockholders elected Class II directors Karen Blasing and Godfrey Sullivan to three-year terms ending at the 2029 annual meeting. Blasing received 243,319,905 votes for and 1,622,441 withheld, while Sullivan received 221,171,373 for and 23,770,973 withheld, with 30,729,455 broker non-votes for each. Stockholders also ratified KPMG LLP as independent auditor for the fiscal year ending January 31, 2027, with 271,236,365 votes for, 4,277,434 against, and 158,002 abstaining, and approved on a non-binding advisory basis the compensation of named executive officers.

Positive

  • None.

Negative

  • None.

Insights

Routine annual meeting outcomes with one orderly executive departure.

GitLab reports standard annual meeting results and an upcoming change in its legal leadership. Shareholders re-elected two Class II directors and supported KPMG LLP as independent auditor, indicating broad backing for the company’s existing governance and audit framework.

The advisory vote on executive pay also passed, suggesting investors are generally comfortable with current compensation practices. The announced resignation of Chief Legal Officer Robin Schulman, explicitly described as not due to any disagreement, appears as a planned leadership transition rather than a sign of operational dispute.

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.
CLO resignation effective date June 30, 2026 Effective date of Robin Schulman’s resignation
Annual meeting date June 17, 2026 Date of 2026 Annual Meeting of Stockholders
Votes for Karen Blasing 243,319,905 shares Election as Class II director
Votes for Godfrey Sullivan 221,171,373 shares Election as Class II director
Votes for KPMG ratification 271,236,365 shares Ratification as independent auditor for FY ending Jan 31, 2027
Votes for executive pay 235,289,523 shares Non-binding advisory approval of named executive officer compensation
independent registered public accounting firm financial
"Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
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.
non-binding advisory basis financial
"Approve, on a non-binding advisory basis, the compensation paid by the Company"
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.
broker non-votes financial
"Shares For | Shares Against | Shares Abstaining | 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.
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.
agent for service of process regulatory
"may be directed to the agent for service of process at Corporation Service Company"

FAQ

What executive change did GitLab (GTLB) disclose in this 8-K?
GitLab disclosed that Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary Robin Schulman will resign effective June 30, 2026. The company states her resignation is not due to any disagreement over operations, policies, or practices, framing it as an orderly transition.

Which directors were elected at GitLab’s 2026 annual stockholder meeting?
Stockholders elected Karen Blasing and Godfrey Sullivan as Class II directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing until their successors are duly elected and qualified or until earlier resignation or removal under the company’s governance rules.

How did GitLab (GTLB) stockholders vote on the director nominees?
For Class II director Karen Blasing, stockholders cast 243,319,905 votes for and 1,622,441 withheld, with 30,729,455 broker non-votes. For Godfrey Sullivan, there were 221,171,373 votes for, 23,770,973 withheld, and 30,729,455 broker non-votes, indicating both nominees were elected.

Did GitLab stockholders ratify KPMG as the independent auditor?
Yes. Stockholders ratified KPMG LLP as GitLab’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The vote totals were 271,236,365 shares for, 4,277,434 against, and 158,002 abstaining, showing strong support for retaining the auditor.

How did GitLab (GTLB) investors vote on executive compensation at the 2026 meeting?
On a non-binding advisory basis, stockholders approved compensation for GitLab’s named executive officers. The results were 235,289,523 shares for, 8,873,423 against, 779,400 abstaining, and 30,729,455 broker non-votes, indicating general stockholder support for the company’s current pay practices.

What term length will GitLab’s newly elected Class II directors serve?
The two Class II directors, Karen Blasing and Godfrey Sullivan, each will serve a three-year term. Their terms are scheduled to expire at the 2029 annual meeting of stockholders, continuing until their successors are elected and qualified or earlier resignation or removal.

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Understanding 8-K Material Events →
0001653482FALSE00016534822026-06-172026-06-17

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 17, 2026
______________________________
 
GITLAB INC.

(Exact name of Registrant as Specified in Its Charter)
____________________________________ 

Delaware001-4089547-1861035
(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.
☐

__________________________
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2026, Robin Schulman, notified GitLab Inc. (the "Company") of her decision to resign as Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary of the Company effective June 30, 2026. Ms. Schulman’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Schulman for her contributions and wishes her well in her future endeavors.

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

On June 17, 2026, the Company held its 2026 Annual Meeting of Stockholders and the following proposals were adopted:

1.Election of two Class II directors, Karen Blasing and Godfrey Sullivan, each to serve a three-year term, which will expire at the 2029 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:
NomineesShares ForShares WithheldBroker Non-Votes
Karen Blasing243,319,9051,622,44130,729,455
Godfrey Sullivan221,171,37323,770,97330,729,455

2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027:

Shares ForShares AgainstShares Abstaining
271,236,3654,277,434158,002

3.Approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers.

Shares ForShares AgainstShares AbstainingBroker Non-Votes
235,289,5238,873,423779,40030,729,455


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.
GitLab Inc.
Dated: June 24, 2026By: /s/ Jessica P. Ross
  Jessica P. Ross
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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