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DigitalOcean Holdings Inc

For the period ended Jun 6, 2024. Filed Apr 19, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 6, 2024 · Filed Apr 19, 2024

DOCN$72.48+2.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant​​☒
Filed by a Party other than the Registrant​​☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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101 6 th Avenue

New York, New York 10013

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 6, 2024

To the Stockholders of DigitalOcean Holdings, Inc.:

On behalf of our Board of Directors, you are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of DigitalOcean Holdings, Inc., a Delaware corporation. The Annual Meeting will be held on June 6, 2024 at 12:00 p.m. Eastern time. The Annual Meeting will be held virtually through a live webcast atwww.virtualshareholdermeeting.com/DOCN2024. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. You will not be able to attend the meeting in person. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate.

The meeting will be held for the following purposes:

1.To elect two Class III directors, Pratima Arora and Warren Jenson, each to hold office until the Annual Meeting of Stockholders in 2027;
2.To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
3.To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement; and
4.To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 12, 2024. Only stockholders at the close of business on that date may vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

Padmanabhan Srinivasan

Chief Executive Officer

April 19, 2024

​Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held at 12:00 p.m. Eastern time on June 6, 2024 at www.virtualshareholdermeeting.com/DOCN2024.​
​You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote over the telephone or the Internet as instructed in these materials or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting.​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.