docn-20230606

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 6, 2023

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.)

101 6th Avenue	New York	New York	10013
(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.

On June 6, 2023, DigitalOcean Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2023 (the “Proxy Statement”). The final results with respect to each proposal are set forth below.

Proposal 1 - Election of Directors

Warren Adelman, Pueo Keffer and Hilary Schneider were each elected to serve as a Class II director of the Company’s Board of Directors (the “Board”) until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal, by the following votes:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Warren Adelman	46,273,324	9,877,253	13,574,412
Pueo Keffer	49,410,979	6,739,598	13,574,412
Hilary Schneider	55,574,547	576,030	13,574,412

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

The stockholders ratified the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023, by the following votes:


Votes For	Votes Against	Votes Abstain
69,462,359	151,480	111,150

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	Votes Abstain	Broker Non-Votes
52,301,869	3,732,958	115,750	13,574,412

Proposal 4 - Approval, on a Non-Binding Advisory Basis, of the Frequency of Future Non-Binding Advisory Votes to Approve the Compensation of the Company's Named Executive Officers

The stockholders approved, on a non-binding advisory basis, every one year as the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers, by the following votes:


1 Year	2 Years	3 Years	Votes Abstain	Broker Non-Votes
55,693,797	49,986	276,895	129,899	13,574,412

Based on the results of the vote, and consistent with the Board’s recommendation, the Company has determined to hold a non-binding advisory vote to approve the compensation of its named executive officers on an annual basis until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers.

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 8, 2023	DigitalOcean Holdings, Inc.
		By:	/s/ Alan Shapiro
			Alan Shapiro, General Counsel

DigitalOcean Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders