PagerDuty, Inc.
For the period ended Jan 31, 2024. Filed May 2, 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.
Jan 31, 2024 · Filed May 2, 2024
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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
Filed by the Registrantý Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
PagerDuty, Inc.
(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):
| ý | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Stockholder,
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of PagerDuty, Inc. (“PagerDuty” or the “Company”), to be held on Thursday, June 13, 2024, at 2:00 p.m. Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PD2024 (please have your notice or proxy card in hand when you visit the website). You will not be able to attend the Annual Meeting in person.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
YOUR VOTE IS IMPORTANT. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by mail.
On behalf of the Company's Board of Directors, thank you for your support of and interest in PagerDuty.
Sincerely,
Jennifer Tejada
CEO and Chair of the Board of Directors
Notice of Annual Meeting of Stockholders
Meeting Details
| DATE AND TIMEThursday, June 13, 2024at 2:00 p.m. Pacific Time | PLACEwww.virtualshareholdermeeting.com/PD2024. | RECORD DATEApril 17, 2024 (the “Record Date”) |
|---|
Items of Business
| 1 | To elect the Board of Directors’ nominees, Teresa Carlson, Rathi Murthy and Alex Solomon, as Class II directors to hold office until the 2027 Annual Meeting of Stockholders. |
| 2 | To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2025. |
| 3 | To conduct an advisory, non-binding vote to approve the compensation of our named executive officers. |
| 4 | To conduct any other business properly brought before the meeting. |
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 13, 2024. Our proxy materials, including the Proxy Statement and Annual Report to Stockholders, are being made available on or about May 2, 2024 at the following website: www.proxyvote.com, as well as on our investor relations webpage at https://investor.pagerduty.com in the “Financials” section under “SEC Filings.” We are providing access to our proxy materials over the Internet under the rules adopted by the U.S. Securities and Exchange Commission.
By Order of the Board of Directors,
| Irving GomezSecretary | San Francisco, CaliforniaMay 2, 2024 |
|---|
Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about May 2, 2024.
Table of Contents
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
|---|---|
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 6 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 22 |
| PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| AUDIT COMMITTEE REPORT | 25 |
| PROPOSAL 3 - ADVISORY, NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 26 |
| EXECUTIVE OFFICERS | 27 |
| COMPENSATION DISCUSSION & ANALYSIS | 28 |
| EXECUTIVE COMPENSATION | 51 |
| ADDITIONAL COMPENSATION MATTERS | 64 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 72 |
| TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION | 74 |
| OTHER MATTERS | 77 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.