GoDaddy Inc.
For the period ended Jun 3, 2026. Filed Apr 24, 2026.
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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 3, 2026 · Filed Apr 24, 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
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,In my letter last year, I noted how fascinating it was to witness the pace of AI-driven developments across the company, and this year we’ve built substantially further on that momentum. The pace of change around the world and across industries has accelerated rapidly. At GoDaddy, we continue to adapt with agility while remaining disciplined and steady in our execution, never losing focus on what matters most, our customers. I am particularly proud of how our management team is leading the company through this period. Our teams’ ability to move with urgency, embrace experimentation, and remain focused on delivering the tools and solutions our customers need to start and grow their businesses, is what sets us apart and sets the company up for long-term success. GoDaddy’s AI JourneyGoDaddy’s AI journey has advanced over the last two years with a continued focus on adaptability and discipline grounded in data-driven insights. We know small businesses need trusted tools that are reliable, secure and work seamlessly together, allowing them to focus on growing their businesses. Our leadership in domains, combined with insights from more than 20 million customers, gives us a differentiated advantage that positions us to effectively develop and deploy the AI-powered tools and solutions that entrepreneurs need to grow. We are focused on delivering AI in a way that is accessible, practical and supported, meeting our customers’ needs and helping them succeed. AI is also transforming our operations, helping to drive efficiencies and improve productivity. Teams across our functions are leveraging AI tools to build new products and features faster, streamline workflows and enhance decision-making. These efforts are unlocking time for our employees to experiment and innovate, helping us better serve our customers’ jobs to be done.Agentic Open Internet & Agent Name ServiceAs AI shapes the next era of the internet, we expect agent-driven interactions to play a central role. We refer to this as the “Agentic Open Internet.” This new era, where agents will increasingly transact, interact, and operate autonomously online, needs an infrastructure that will help ensure a safe and secure experience. We believe the infrastructure is Agent Name Service (ANS), a global, open standard based on the same core infrastructure that powers today’s internet, the domain name system (DNS) and public key infrastructure (PKI). Establishing a trusted digital identity and naming infrastructure is foundational to the Agentic Open Internet. As the first public implementation, we built GoDaddy ANS based on the global, open standard using our DNS and PKI expertise so anyone can register and verify agents in minutes. We remain committed to playing a leading role in shaping the development and adoption of ANS as a global, open standard. Responsible OversightAs the Chair of GoDaddy’s Board, I would be remiss if I didn’t address how we are ensuring responsible and effective oversight of the company’s AI journey. As I shared in 2025, the full Board maintains oversight of the company’s development, deployment and use of AI. The Board’s expertise across technology, cybersecurity, finance and operations supports engaged and informed oversight as the company advances along this journey. In addition, our directors continue to build their skills and experience in AI through their memberships in relevant industry associations, ongoing director education and engagement with these topics both inside and outside the boardroom. We also continue to listen to and learn from you, our stockholders, engaging on a bi-annual basis to better understand your perspectives and sharing constructive feedback with the Board. Given stockholders’ interest in our AI journey, we’ve added an AI-oversight section to this proxy statement that provides more transparency around how our Board, leadership team and employees are overseeing responsible AI at GoDaddy. Financial StrengthOur ability to adapt and take advantage of the opportunities AI unlocks is enabled by our financial strength and disciplined capital allocation. In 2025, we generated net income of $875.0 million, representing a net income margin of 17.7 percent. We also generated over $1.6 billion in normalized EBITDA (NEBITDA) and expanded our NEBITDA margin to 32 percent, contributing to more than 1,000 basis points of expansion over the past five years. Net cash provided by operating activities was $1.6 billion, and we generated $1.6 billion in free cash flow, up 19 percent year over year, which we deployed to repurchase 10.2 million shares while continuing to invest thoughtfully in growth initiatives.* In 2026, we will continue to thoughtfully evaluate the best ways to deploy our capital to innovate for our customers and drive long-term stockholder value.Looking AheadI am incredibly excited about the opportunities ahead. We are positioned to thrive as the Agentic Open Internet develops, allowing us to advance our purpose to make opportunity more inclusive for all as we continue to execute our strategy, support our customers and deliver long-term stockholder value.On behalf of the Board of Directors, we thank our team globally for their commitment, resilience and relentless focus on serving our customers during this transformative period and you, our stockholders, for your continued trust and investment. | |
|---|---|
| * All comparisons are year-over-year unless otherwise specified. Normalized EBITDA (NEBITDA), NEBITDA margin and free cash flow are not financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP). For information on how we compute these non-GAAP financial measures and other operating metrics and for a reconciliation between each non-GAAP financial measure and its most directly comparable GAAP financial measure, please refer to “Appendix A — Operating and Business Metrics, Non-GAAP Financial Information and Reconciliations” in this Proxy Statement. | Best, Brian SharplesBoard Chair |
Notice of Virtual Annual Meeting of Stockholders
| DATE AND TIME: | VIRTUAL MEETING SITE: | WHO CAN VOTE: | ||
| Wednesday, June 3, 2026, 8:00 a.m. PDT | www.virtualshareholdermeeting.com/GDDY2026 | Stockholders of record on Monday, April 6, 2026 | ||
|---|---|---|---|---|
Dear Stockholders of GoDaddy Inc.:
You are cordially invited to the 2026 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 3, 2026, at 8:00 a.m. PDT via live webcast atwww.virtualshareholdermeeting.com/GDDY2026. You can attend the Annual Meeting online, vote your shares electronically and submit questions during the Annual Meeting by visiting the webcast 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.
Items of Business
At the Annual Meeting, stockholders will be asked to vote on the proposals listed below. Our Board recommends that stockholders vote “FOR” each of the proposals at this Annual Meeting. We will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
| 1 | Election of directors — Aman Bhutani, Herald Chen, Caroline Donahue, Mark Garrett, Brian Sharples, Graham Smith, Leah Sweet, Srini Tallapragada and Sigal Zarmi | Page 10 | FOR each nominee |
| 2 | Advisory, non-binding vote to approve named executive officer compensation | Page 32 | FOR |
| 3 | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 | Page 62 | FOR |
| 4 | Approval of the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan | Page 64 | FOR |
| Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof | |||
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSGoDaddy’s Proxy Statement for the Annual Meeting to Be Held on Wednesday, June 3, 2026 and GoDaddy’s 2025 Annual Report are available at www.proxyvote.com.YOUR VOTE IS IMPORTANTWhether 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 23, 2026.
| INTERNETwww.proxyvote.com | TELEPHONE1-800-690-6903 | MAILComplete and mail your proxy card | DURING THE VIRTUAL MEETINGwww.virtualshareholdermeeting.com/GDDY2026 |
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 2, 2026 (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: If you received printed proxy materials, you may vote your shares by completing, signing, dating and returning your proxy card in the postage-paid envelope provided.
During the Virtual Meeting: You may vote your shares during the virtual Annual Meeting through live webcast atwww.virtualshareholdermeeting.com/GDDY2026. You can attend the Annual Meeting, vote your shares and submit questions during the Annual Meeting by attending the webcast and using your Control Number. We recommend that you access the website a few minutes before the meeting to ensure you are logged in when the meeting starts.
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 6, 2026 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 to receive your proxy.
By Order of the Board of Directors,
Jared F. Sine
Chief Strategy and Legal Officer
Tempe, Arizona
April 23, 2026
| About GoDaddy | 1 |
|---|---|
| Our Company | 1 |
| Company Highlights | 2 |
| 2025 Financial and Business Highlights | 2 |
| Sustainability Highlights | 3 |
| Proxy Summary | 4 |
| Our Board of Directors | 4 |
| Governance Profile | 5 |
| Executive Compensation | 6 |
| Other Management Proposals | 8 |
| Stockholder Engagement | 9 |
| Board and Governance Matters | 10 |
| Proposal No. 1 | |
| Election of Directors | 10 |
| Nomination Process | 10 |
| Director Nominees | 10 |
| Board Governance | 16 |
| Board Leadership Structure | 16 |
| Board Composition | 16 |
| Director Independence | 18 |
| Director Onboarding and Education | 27 |
| Other Public Company Board and Audit Committee Service | 18 |
| Board Committees and Meetings | 19 |
| Assessment of Board and Committee Effectiveness | 22 |
| Board Risk Oversight | 23 |
| Stockholder Engagement Approach and Philosophy | 26 |
| Other Governance Policies | 27 |
| Non-Employee Director Compensation | 29 |
| Executive Officers | 31 |
| Executive Compensation | 32 |
| Executive Compensation | 32 |
|---|---|
| Proposal No. 2 | |
| Advisory Non-Binding Vote to Approve Named Executive Officer Compensation | 32 |
| Compensation Discussion and Analysis | 33 |
| Compensation and Human Capital Committee Report | 50 |
| Executive Compensation Tables | 51 |
| CEO Pay Ratio | 58 |
| Pay versus Performance | 59 |
| Audit Matters | 62 |
| Proposal No. 3 | |
| Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 | 62 |
| Fees Paid to the Independent Registered Public Accounting Firm | 63 |
| Pre-Approval Policy and Auditor Independence | 63 |
| Report of the Audit and Risk Committee | 63 |
| Other Management Proposals | 64 |
| Proposal No. 4 | |
| Approval of the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan | 64 |
| Background | 64 |
| Considerations for the Approval of the Amended Omnibus Plan | 65 |
| Security Ownership of Certain Beneficial Owners and Management | 73 |
| Certain Relationships and Related-Party and Other Transactions | 75 |
| Additional Information and Frequently Asked Questions About this Proxy Statement and the Annual Meeting | 76 |
| Appendices | 82 |
| Appendix A | 82 |
| Appendix B | 85 |
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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.