GoDaddy 8-K 2026-06-03

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)

(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:

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.

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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:

*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:

*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:

*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:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

+ 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.