DigitalOcean Holdings Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 9, 2025
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Item 3.03 Material Modification to Rights of Security Holders.
As described in Item 5.07 below, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of DigitalOcean Holdings, Inc. (the “Company”) held on June 9, 2025, the stockholders of the Company approved the amendment and restatement of the Company’s amended and restated certificate of incorporation (as amended and restated, the “Restated Charter”) to limit the liability of certain officers for monetary liability for breach of the fiduciary duty of care to the extent permitted by Delaware law and to make an additional non-substantive and clarifying change. Following approval by the Company’s stockholders, the Restated Charter became effective upon its filing with the Delaware Secretary of State on June 10, 2025. The fuller description of the Restated Charter included under “Proposal 4 - Approval of our Amended and Restated Certificate of Incorporation” in the definitive proxy statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission on April 25, 2025 is incorporated by reference into this Item 3.03. The general description of the Restated Charter set forth in this Item 3.03 is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 3.1 to this report and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Proxy Statement. The final results with respect to each proposal are set forth below.
Proposal 1 - Election of Director
Padmanabhan Srinivasan was elected to serve as a Class I director of the Company’s Board of Directors (the “Board”) until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Padmanabhan Srinivasan | 58,178,774 | 11,149,977 | 10,412,433 | |||||||||||||||||
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, 2025, by the following votes:
| Votes For | Votes Against | Abstentions | |||||||||||||||
| 78,596,783 | 314,221 | 830,180 | |||||||||||||||
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 | |||||||||||||||||
| 59,603,960 | 9,654,816 | 69,975 | 10,412,433 | |||||||||||||||||
Proposal 4 - Approval of our Amended and Restated Certificate of Incorporation to Provide for the Exculpation of Officers as Permitted by Delaware Law and Make an Additional Non-Substantive and Clarifying Change
The stockholders approved the amendment and restatement of the Restated Certificate to limit the liability of certain officers for monetary liability for breach of the fiduciary duty of care to the extent permitted by Delaware law and to make an additional non-substantive and clarifying change, by the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 66,235,107 | 2,994,659 | 98,985 | 10,412,433 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
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 11, 2025 | DigitalOcean Holdings, Inc. | |||||||||
| By: | /s/ W. Matthew Steinfort | ||||||||||
| W. Matthew Steinfort, Chief Financial Officer | |||||||||||