GoDaddy Inc
For the period ended Jun 6, 2024. Filed Apr 25, 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 25, 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 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 under §240.14a-12
GoDaddy 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):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11
A Message from Our Board Chair
Dear Fellow Stockholders,
On behalf of the entire Board, I would like to thank you for your continued investment in and support of GoDaddy. As we execute our mission to empower entrepreneurs and make opportunity more inclusive for all, we are grateful for the confidence our stockholders continue to show in our long-term strategy to deliver profitable growth and create stockholder value.
2023 was a pivotal year for GoDaddy. We continued to make significant strides in our multi-year effort to build a unified software platform and solidify our position as a one-stop shop for our 21 million customers as they grow and build their businesses digitally. These efforts are reflected in our strong financial and operational results for 2023, and our ability to deliver exciting new capabilities, such as the GoDaddy Airo™ experience, which proactively builds and grows our customers’ businesses with the power of AI.
I’ve often shared our perspective that having highly engaged Directors with a wealth of diverse expertise and experience is critical to the Board’s effective exercise of our oversight responsibilities. The power of this was evident in the way the Board exercised oversight and supported management and the team as they built GoDaddy Airo™, providing insights with respect to
product development, customer experience, go-to-market strategy and more. We also benefited from the strong contributions provided throughout the year by our newest independent Directors, Srini Tallapragada and Sigal Zarmi, who joined us in January 2023. As the Chair of GoDaddy’s Board, I would like to thank them and the entire Board for their relentless focus and continued dedication to GoDaddy’s vision and mission.
As always, the Board remains actively committed to strong corporate governance. I had the opportunity throughout 2023 to meet with many of our stockholders to understand their perspectives across a broad range of topics, including our corporate governance practices, Board composition and refreshment efforts, executive compensation program and business strategy, as well as our thoughtful approach to environmental and social priorities and initiatives. Stockholder feedback has provided important guidance and continues to be a key consideration in our Board and committee discussions. We are grateful for this input and remain committed to our engagement efforts.
As GoDaddy continues executing on its long-term strategy, I would like to take a moment to recognize how proud the
entire Board is of our employees and the management team whose hard work and unyielding dedication brings GoDaddy’s mission to life for our customers.
All of us at GoDaddy are excited about what is to come as we continue to advance our strategy, deliver long-term stockholder value, empower entrepreneurs and make opportunity more inclusive for all.
On behalf of the entire Board, I would like to once again thank you for your continued support of GoDaddy.
Best,
BRIAN SHARPLES
Board Chair
| 2024 Proxy Statement | 1 |
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Notice of Virtual Annual Meeting of Stockholders
| DATE AND TIME: | VIRTUAL MEETING SITE: | WHO CAN VOTE: | ||
| Thursday, June 6, 2024, 8:00 a.m. PDT | www.virtualshareholder meeting.com/GDDY2024 | Stockholders of record on April 11, 2024 | ||
|---|---|---|---|---|
Dear Stockholders of GoDaddy Inc.:
You are cordially invited to the 2024 virtual annual meeting of stockholders (the “Annual Meeting”) of GoDaddy Inc., a Delaware corporation (“GoDaddy” or the “Company”). The Annual Meeting will be held on Thursday, June 6, 2024 at 8:00 a.m. PDT and will be conducted virtually via live webcast atwww.virtualshareholdermeeting.com/GDDY2024. You can attend the Annual Meeting online, vote your shares electronically and submit questions during the Annual Meeting by logging in to the website listed above and using the 16-digit control number on your notice or proxy card (the “Control Number”). We recommend you access the website a few minutes before the meeting to ensure that you are logged in when the meeting starts.
This virtual meeting format enables us to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world.
Items of Business
At the Annual Meeting, stockholders will be asked to vote upon the proposals listed below. Our Board recommends that stockholders vote for “FOR” each of the proposals at this Annual Meeting.
| Proposal No. 1 | Proposal No. 2 | Proposal No. 3 | ||
|---|---|---|---|---|
| Election of three Class II and three Class III directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation, death or removal | Advisory, non-binding vote to approve named executive officer compensation | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 | ||
| FOR each director nominee | FOR | FOR | ||
| Page 19 | Page 44 | Page 75 | ||
| Proposal No. 4 | Proposal No. 5 | |||
| Approval of the GoDaddy Inc. 2024 Omnibus Incentive Plan | Approval of the GoDaddy Inc. 2024 Employee Stock Purchase Plan | |||
| FOR | FOR | |||
| Page 78 | Page 87 | |||
We will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.
2
How to Vote
If you are a stockholder of record, there are four ways to vote:
By Internet: You can vote your shares online at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EDT on June 5, 2024 (have your proxy card available when you visit the website).
By Telephone: You can vote your shares by calling 1-800-690-6903 toll-free (have your proxy card available when you call).
By Mail: You can vote your shares by completing, signing, dating and returning your proxy card in the postage-paid envelope provided (if you received printed proxy materials).
During the Virtual Meeting: You can vote your shares during the virtual Annual Meeting through live webcast atwww.virtualshareholdermeeting.com/GDDY2024. You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging in to the website listed above and using your Control Number. We recommend that you access the website a few minutes before the meeting to ensure that you are logged in when the meeting starts.
| INTERNETwww.proxyvote.com | TELEPHONE1-800-690-6903 | MAILComplete and mail your proxy card | DURING THE VIRTUAL MEETINGwww.virtualshareholder meeting.com/GDDY2024 |
If you are a street-name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares.
Our Board of Directors has fixed the close of business on Thursday, April 11, 2024 as the record date for the Annual Meeting. Only stockholders of record on Thursday, April 11, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.
We appreciate your continued support of GoDaddy and are excited to either greet you at the Annual Meeting or receive your proxy.
By Order of the Board of Directors,
Jared F. Sine
Chief Strategy & Legal Officer
Tempe, Arizona
April 25, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Thursday, June 6, 2024. GoDaddy’s Proxy Statement and 2023 Annual Report are available at www.proxyvote.com. YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually 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. This notice and Proxy Statement is first being mailed or made available on the Internet to stockholders on or about April 25, 2024.
| 2024 Proxy Statement | 3 |
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| About GoDaddy | 7 |
|---|---|
| Proxy Summary | 12 |
| Board and Governance Matters | 19 |
| Proposal No. 1 | |
| Election of Directors | 19 |
| Nominees for Director | 20 |
| Continuing Directors | 25 |
| Board Composition | 26 |
| Board Leadership Structure | 28 |
| Director Independence and Additional Board Service | 29 |
| Board Committees and Meetings | 30 |
| Assessment of Board and Committee Effectiveness | 34 |
| Board Risk Oversight | 35 |
| Stockholder Engagement Approach and Philosophy | 38 |
| Other Governance Policies | 39 |
| Non-Employee Director Compensation | 40 |
| Executive Officers | 43 |
| Executive Compensation | 44 |
| Proposal No. 2 | |
| Advisory Vote on the Compensation of Our Named Executive Officers | 44 |
| Compensation Discussion and Analysis | 45 |
| Other Compensation Policies and Practices | 59 |
| Compensation and Human Capital Committee Report | 62 |
| Executive Compensation Tables | 63 |
| Audit Matters | 75 |
| Proposal No. 3 | |
| Ratification of Appointment of Independent Registered Public Accounting Firm | 75 |
| Report of the Audit and Finance Committee | 76 |
| Fees Paid to the Independent Registered Public Accounting Firm | 77 |
| Pre-Approval Policy and Auditor Independence | 77 |
| Other Management Proposals | 78 |
|---|---|
| Proposal No. 4 | |
| Approval of GoDaddy Inc. 2024 Omnibus Incentive Plan | 78 |
| Proposal No. 5 | |
| Approval of GoDaddy Inc. 2024 Employee Stock Purchase Plan | 87 |
| Security Ownership of Certain Beneficial Owners and Management | 92 |
| Certain Relationships and Related Party and other Transactions | 94 |
| Additional Information and Frequently Asked Questions About this Proxy Statement and the Annual Meeting | 95 |
| Appendices | 101 |
| Appendix A – Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations | 101 |
| Appendix B – GoDaddy Inc. 2024 Omnibus Incentive Plan | 104 |
| Appendix C – GoDaddy Inc. 2024 Employee Stock Purchase Plan | 119 |
| 2024 Proxy Statement | 5 |
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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.