GoDaddy Inc
For the period ended Jun 4, 2025. Filed Apr 24, 2025.
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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 4, 2025 · Filed Apr 24, 2025
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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 our 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 strategy to deliver profitable growth and create long-term stockholder value.2024 in Review2024 was an exciting year for GoDaddy. We continued our efforts to build a unified software platform, expanded our AI-powered experiences, further incorporated AI innovations into our solutions and operations and began significant marketing efforts behind our GoDaddy Airo® experience. | |
| Delivering Stockholder ValueThe launch of GoDaddy Airo was a direct result of our focus on accelerating the pace of innovation and enhancing our customer experience. This relentless customer focus has propelled our profitable growth model and progress towards the financial targets set out at our 2024 Investor Day.Responsible AI and Risk OversightAs a Board member, it has been fascinating to witness the pace of these developments across the Company. The full Board has maintained oversight of the Company’s use of AI and each director is lending their skills and experience to leading management through the adoption of AI tools and infrastructures. We’ve also seen heightened interest in director education, sharing of know-how and skills and engaging discussions both inside and outside the Board room around these matters.Continued Board RefreshmentIn 2024 we continued to evolve our Board alongside the evolution of the business, adding Graham Smith in June 2024. Graham brings a wealth of leadership, operational finance and board experience from some of the world’s most highly respected technology companies, and we are grateful for the contributions he is already making to the Board and the Audit Committee. Stockholder EngagementParticipating in discussions with our stockholders continues to be a highlight for me. We gain invaluable feedback through our conversations that we incorporate into our Board and committee discussions. As a direct result of feedback from prior years, the phased-in declassification of our board is complete and beginning this year, all directors will stand for election annually. During this past year’s engagement cycle, our stockholders were keenly interested in board refreshment, AI governance and oversight, succession planning and executive compensation. As always, we look forward to hearing from our stockholders at any time of the year, and we remain committed to our engagement efforts. Looking AheadI am truly excited about the progress the Company has made and I’m eagerly looking ahead to the rest of 2025. The Board believes there is an incredible opportunity for us to execute on our mission to empower entrepreneurs and make opportunity more inclusive for all, all while continuing to provide long-term stockholder value through profitable growth.I would again like to extend our sincerest thanks on behalf of the entire Board for your continued support of GoDaddy. | |
|---|---|
| Best,BRIAN SHARPLESBoard Chair | |
| 2025 Proxy Statement | 1 |
|---|
Notice of Virtual Annual Meeting of Stockholders
| DATE AND TIME: | VIRTUAL MEETING SITE: | WHO CAN VOTE: | ||
| Wednesday, June 4, 2025, 8:00 a.m. PDT | www.virtualshareholder meeting.com/GDDY2025 | Stockholders of record on Monday, April 7, 2025 | ||
|---|---|---|---|---|
Dear Stockholders of GoDaddy Inc.:
You are cordially invited to the 2025 virtual annual meeting of stockholders (the “Annual Meeting”) of GoDaddy Inc., a Delaware corporation (“GoDaddy” or the “Company”). The Annual Meeting will be held virtually on Wednesday, June 4, 2025 at 8:00 a.m. PDT via live webcast atwww.virtualshareholdermeeting.com/GDDY2025. 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” each of the proposals at this Annual Meeting.
| Proposal No. 1 | Proposal No. 2 | Proposal No. 3 | ||
|---|---|---|---|---|
| Election of nine directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until their 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, 2025 | ||
| FOR each director nominee | FOR | FOR | ||
| Page 16 | Page 38 | Page 72 | ||
| Proposal No. 4 | Proposal No. 5 | |||
| Amendment to the Company’s Restated Certificate of Incorporation to limit liability of officers as permitted by law | Amendments to the Company’s Restated Certificate of Incorporation to implement miscellaneous changes | |||
| FOR | FOR | |||
| Page 74 | Page 76 | |||
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 may vote your shares online at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EDT on Tuesday, June 3, 2025 (have your proxy card available when you visit the website).
By Telephone: You may vote your shares by calling 1-800-690-6903 toll-free (have your proxy card available when you call).
By Mail: You may 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 may vote your shares during the virtual Annual Meeting through live webcast atwww.virtualshareholdermeeting.com/GDDY2025. 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/GDDY2025 |
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 Monday, April 7, 2025 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record on the Record Date 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 we 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 and Legal Officer
Tempe, Arizona
April 24, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Wednesday, June 4, 2025. GoDaddy’s Proxy Statement and 2024 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 24, 2025.
| 2025 Proxy Statement | 3 |
|---|
| About GoDaddy | 7 |
|---|---|
| Proxy Summary | 10 |
| Board and Governance Matters | 16 |
| Proposal No. 1 | |
| Election of Directors | 16 |
| Director Nominees | 17 |
| Board Leadership Structure | 22 |
| Board Composition | 22 |
| Director Independence and Additional Board Service | 24 |
| Board Committees and Meetings | 25 |
| Assessment of Board and Committee Effectiveness | 29 |
| Board Risk Oversight | 30 |
| Stockholder Engagement Approach and Philosophy | 32 |
| Other Governance Policies | 33 |
| Non-Employee Director Compensation | 35 |
| Executive Officers | 37 |
| Executive Compensation | 38 |
| Proposal No. 2 | |
| Advisory Vote on the Compensation of Our Named Executive Officers | 38 |
| Compensation Discussion and Analysis | 39 |
| Compensation and Human Capital Committee Report | 57 |
| Executive Compensation Tables | 58 |
| CEO Pay Ratio | 68 |
| Pay versus Performance | 69 |
| Audit Matters | 72 |
|---|---|
| Proposal No. 3 | |
| Ratification of Appointment of Independent Registered Public Accounting Firm | 72 |
| Report of the Audit and Finance Committee | 73 |
| Fees Paid to the Independent Registered Public Accounting Firm | 73 |
| Pre-Approval Policy and Auditor Independence | 73 |
| Other Management Proposals | 74 |
| Proposal No. 4 | |
| Amendment to the Company’s Restated Certificate of Incorporation to Limit Liability of Officers as Permitted by Law | 74 |
| Proposal No. 5 | |
| Amendments to the Company’s Restated Certificate of Incorporation to Implement Miscellaneous Changes | 76 |
| Security Ownership of Certain Beneficial Owners and Management | 77 |
| Certain Relationships and Related-Party and Other Transactions | 78 |
| Additional Information and Frequently Asked Questions About this Proxy Statement and the Annual Meeting | 79 |
| Appendices | 85 |
| Appendix A | 85 |
| Appendix B | 88 |
| Appendix C | 89 |
| 2025 Proxy Statement | 5 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.