DDOG PRE 14A

Datadog, Inc. (DDOG)

PRE 14A 2026-02-10 For: 2026-02-10

View Original

Added on October 17, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		2
FORWARD-LOOKING STATEMENTS		8
PROPOSAL — APPROVAL OF THE REDOMICILIATION OF THE COMPANY FROM THE STATE OF DELAWARE TO THE STATE OF NEVADA BY CONVERSION		9
Principal Terms of the Nevada Redomiciliation		9
Background of the Proposal		10
Recommendation of the Board		14
Reasons for Nevada Redomiciliation		15
Potential Risks Associated with the Nevada Redomiciliation		18
What Changes After the Nevada Redomiciliation?		20
What Does Not Change After the Nevada Redomiciliation?		47
Certain Federal Income Tax Consequences		48
Additional Information		49
Interest of Certain Persons		55
Required Vote		55
Recommendation of our Board of Directors		55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		56
OTHER MATTERS		59
APPENDIX A — RECONCILIATION OF NON-GAAP FINANCIAL MEASURES		A-1
APPENDIX B — RESOLUTIONS OF THE BOARD PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL CORPORATION LAW		B-1
APPENDIX C — PLAN OF CONVERSION		C-1
APPENDIX D — NEVADA ARTICLES OF INCORPORATION		D-1
APPENDIX E — NEVADA BYLAWS		E-1


Issue	Delaware	Nevada
*Increasing or Decreasing Authorized Capital Stock and Proportionately Increasing or Decreasing Issued and Outstanding Capital Stock*	Delaware law does not have a provision permitting the board of directors of a corporation to increase or decrease the number of authorized shares in a class or series of the corporation’s shares and correspondingly effect a forward or reverse split of any class or series of the corporation’s shares (and change the par value thereof) without a vote of the stockholders.	The NRS allows the board of directors of a corporation, unless restricted by the articles of incorporation, to increase or decrease the number of authorized shares in a class or series of the corporation’s shares and correspondingly effect a forward or reverse split of the same class or series of the corporation’s shares (and change the par value thereof) without a vote of the stockholders, so long as the action taken does not adversely change or alter any right or preference of the


Issue	Delaware	Nevada
	The DGCL does permit a Delaware corporation to provide in its certificate of incorporation that no separate class vote(s) shall be required to increase or decrease the aggregate number of authorized shares of such class, in which case, a share increase or decrease amendment would only need to be approved by the holders of all outstanding shares, voting together as a single class. As described in more detail under “Certain Differences Between the Delaware Charter and Bylaws and the Nevada Charter and Bylaws—Charter Regarding Increases or Decreases in Authorized Stock” below, the Delaware Charter includes such a provision.	stockholders and does not include any provision or provisions pursuant to which only money will be paid or scrip issued to stockholders who hold 10% or more of the outstanding shares of the affected class and series, and who would otherwise be entitled to receive fractions of shares in exchange for the cancellation of all of their outstanding shares. The NRS also provides that such increase or decrease in the number of authorized shares does not have to be approved by the vote of each class or series whose preferences or rights are adversely affected thereby if the articles of incorporation specifically deny the right to vote on such an increase or decrease. As described in more detail under “Certain Differences Between the Delaware Charter and Bylaws and the Nevada Charter and Bylaws—Charter Regarding Increases or Decreases in Authorized Stock” below, the Nevada Charter includes such a provision.

*Classified Board of Directors*	The DGCL permits a Delaware corporation to classify its board of directors into as many as three classes with staggered terms of office. If a board of directors is classified, the stockholders elect only one class each year and each class would have a term of office of up to three years.	The NRS also permits a Nevada corporation to classify its board of directors into any number of classes with staggered terms of office, so long as at least one-fourth of the total number of directors is elected annually.

*Removal of Directors*	Under the DGCL, the holders of a majority of shares of each class entitled to vote in an election of directors may vote to remove any director or the entire board with or without cause unless (i) the board of directors is classified, in which case directors may be removed only for cause (unless the certificate of incorporation provides otherwise); or (ii) the corporation has cumulative voting, in which case, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her.	The NRS requires the vote of the holders of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote in an election of directors in order to remove a director or all of the directors. The articles of incorporation may provide for a voting threshold higher than two-thirds, but not lower. Furthermore, the NRS does not make a distinction between removal for cause and removal without cause.


Issue	Delaware	Nevada
*Director Independence for Corporate Acts and Transactions*	Under the 2025 DGCL Amendments, a “disinterested director” is defined as a director who is not party to the act or transaction being considered and who does not have a material interest in that act or transaction or a material relationship with a person that has a material interest in the act or transaction. A “material relationship” is defined as a familial, financial, professional, employment or other relationship that would be reasonably expected to impair the objectivity of the director’s judgment when participating in the authorization or approval of the act or transaction at issue. In addition, under the DGCL, any director of a corporation that has a class of stock listed on a national securities exchange is presumed to be a disinterested director with respect to an act or transaction to which that director is not a party if the board of directors has determined that the director satisfies the relevant criteria for determining director independence from the corporation and, if applicable, the controlling stockholder or control group, under any rules promulgated by the applicable exchange. This presumption may only be rebutted by substantial and particularized facts that the director has a material interest in the act or transaction or has a material relationship with a person with a material interest in the act or transaction.	In the amendments adopted to NRS Chapters 78 and 92A by the 2025 Nevada Legislature (the “*2025 NRS Amendments*”), the term “disinterested director” was defined in NRS 78.240 to include, without limitation, a director who does not have a material and nonspeculative financial interests in, nor is a party to, the contract or transaction being considered, and would satisfy the independence standards required to serve on an audit committee of a board of directors pursuant to the Exchange Act and certain rules promulgated thereunder and the rules of the applicable exchange. NRS 78.140 also provides a statutory framework for the approval of a transaction between a corporation and a director or officer who has an interest in that transaction, as described in more detail under “—Standard of Judicial Review of Board Decisions” below.

*Fiduciary Duties*	Under Delaware law, the standards of conduct for directors and officers have mostly developed through Delaware court case law. Generally, directors and officers must exercise a duty of care and a duty of loyalty to the corporation and its stockholders. In addition, under Delaware law, controlling stockholders of a corporation may owe fiduciary duties to the corporation and its minority stockholders in certain circumstances, including when the controlling stockholder is selling its	Fiduciary duties of directors and officers are codified in the NRS. Nevada law requires that directors and officers of Nevada corporations exercise their powers in good faith, on an informed basis and with a view to the interests of the corporation. The NRS also provides as a matter of law that directors and officers are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation in making business decisions.


Issue	Delaware	Nevada
	shares or seeking to change the status quo using its voting power, although 2025 DGCL Amendments do provide that controlling stockholders and control groups, in their capacity as such, cannot be liable for monetary damages for breach of the duty of care. See “—Limitation on Personal Liability of Directors, Officers, Controlling Stockholders and Control Groups” below.	The NRS also specifies the fiduciary duties of controlling stockholders. In the 2025 NRS Amendments, NRS 78.240 was amended to provide that stockholders, as such, may vote in their personal interest and have no fiduciary duty to the corporation or any other stockholder, but controlling stockholders may owe the corporation and its stockholders a fiduciary duty to refrain from exerting undue influence over any director or officer with the purpose and proximate effect of inducing a breach of fiduciary duty by such director or officer in certain circumstances. The 2025 NRS Amendments further provide that a stockholder of a corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in such person’s capacity as a stockholder unless: (i) the stockholder is a controlling stockholder; (ii) the presumption that the controlling stockholder did not breach its fiduciary duty under NRS 78.240(4) (as described in more detail under “—Standard of Judicial Review of Board Decisions” below) has been rebutted; and (iii) it is proven that the act or failure to act constituted a breach of the stockholder’s fiduciary duty.

*Reliance*	Members of the board of directors or any committee designated by the board of directors are entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation.	In performing their duties, directors and officers may exercise their business judgment through reliance on information, opinions, reports, financial statements and other financial data prepared or presented by corporate directors, officers or employees who are reasonably believed to be reliable and competent. Reliance may also be extended to legal counsel, public accountants, advisers, bankers or other persons reasonably believed to be competent, and to the work of a committee (on which the particular director or officer does not serve) if the committee was established and empowered by the corporation’s board of directors, and if the committee’s work was within its designated authority and was about matters on which the


Provision	Delaware Charter and Bylaws	Nevada Charter and Bylaws
*Charter Regarding Increases or Decreases in Authorized Stock*	The Delaware Charter provides that, subject to the rights of the holders of any outstanding series of preferred stock, the number of authorized shares of any class of stock may be increased or decreased (but not below the number of shares thereof then-outstanding), without a separate class vote, by a vote of the holders of the stock of the Company entitled to vote thereon, voting together as a single class.	The Nevada Charter provides, subject to the rights of the holders of any outstanding series of preferred stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then-outstanding), without a separate class vote, by the vote of the holders of the stock of the Company entitled to vote thereon, voting together as a single class, and that any right to a separate class vote pursuant to NRS 78.207(3) or NRS 78.390(2) (which relates to reverse stock splits or charter amendments that modify the number of authorized shares having an adverse effect on a particular class or series of stock) is specifically denied.
*Charter Regarding Dividends and Distributions*	The Delaware Charter and Delaware Bylaws do not contain any provisions modifying the default provisions under the DGCL with respect to dividends (as described under “—Dividends and Distributions” above).	The Nevada Charter provides that the Company is allowed to make any distribution that otherwise would be prohibited by NRS 78.288(2)(b), which means the Company may make a distribution even if its total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved immediately after the time of the distribution, to satisfy the preferential rights upon such dissolution of holders of shares of any class or series of the capital stock of the Company having preferential rights superior to those receiving the distribution.


	Beneficial Ownership
	Class A Common Stock				Class B Common Stock				% of Total Voting Power†
Beneficial Owner	Number of Shares		%		Number of Shares		%		% of Total Voting Power†
5% Stockholders:
The Vanguard Group⁽¹⁾		41,902,109		12.8		—		—		7.3
BlackRock, Inc.⁽²⁾		26,588,343		8.1		—		—		4.7
FMR LLC⁽³⁾		16,347,067		5.0		—		—		7.0
Directors and Named Executive Officers:
Olivier Pomel⁽⁴⁾		324,555		*		10,301,809		38.7		17.4
David Obstler⁽⁵⁾		243,562		*		108,000		*		*
Alexis Lê-Quôc⁽⁶⁾		137,869		*		9,207,367		37.3		16.0
Adam Blitzer⁽⁷⁾		49,360		*		—		—		*
Yanbing Li⁽⁸⁾		59,188		*		—		—		*
Amit Agarwal⁽⁹⁾		36,180		*		1,836,645		7.6		3.2
Titi Cole		4,241		*		—		—		*
Michael Callahan⁽¹⁰⁾		29,752		*		245,724		1.0		*
Dev Ittycheria⁽¹¹⁾		128,028		*		240,000		1.0		*
Matthew Jacobson⁽¹²⁾		675,558		*		—		—		*
Julie Richardson⁽¹³⁾		2,564		*		28,128		*		*
Shardul Shah⁽¹⁴⁾		340,701		*		—		—		*
Ami Vora⁽¹⁵⁾		9,325		*		—		—		*
All executive officers and directors as a group (16 persons)⁽¹⁶⁾		2,150,033		*		21,967,673		80.4		36.9


	Trailing Twelve-Months Ended September 30,
	2020			2021			2022			2023			2024			2025
Revenue	$	539,579		$	880,117		$	1,531,899		$	2,008,109		$	2,536,197		$	3,211,691

Reconciliation of GAAP to Non-GAAP operating (loss) income and operating margin
GAAP operating (loss) income	$	(7,101	)	$	(36,549	)	$	(15,612	)	$	(95,834	)	$	72,634		$	(44,337	)
Add: Stock-based compensation expense		58,628			132,135			307,011			466,688			539,996			703,746
Add: Amortization of acquired intangibles		889			3,241			6,838			8,834			7,351			5,842
Add: Employer payroll taxes on employee stock transactions		6,497			13,737			15,566			26,996			41,716			50,521
Add: M&A transaction costs⁽²⁾		—			—			—			—			—			1,373
Less: Other Non-GAAP adj.⁽¹⁾		(5,561	)		—			—			—			—			—

Non-GAAP operating income	$	53,352		$	112,564		$	313,803		$	406,684		$	661,697		$	717,145

GAAP operating margin		(1	)%		(4	)%		(1	)%		(5	)%		3	%		(1	)%
Non-GAAP operating margin		10	%		13	%		20	%		20	%		26	%		22	%

Reconciliation of GAAP to Non-GAAP net (loss) income
GAAP net (loss) income	$	(7,496	)	$	(44,074	)	$	(13,957	)	$	(34,459	)	$	192,145		$	106,768
Plus: Stock-based compensation expense		58,628			132,135			307,011			466,688			539,996			703,746
Plus: Amortization of acquired intangibles		889			3,241			6,838			8,834			7,351			5,842
Add: Employer payroll taxes on employee stock transactions		6,497			13,737			15,566			26,996			41,716			50,521
Add: M&A transaction costs⁽²⁾		—			—			—			—			—			1,373
Less: Other Non-GAAP adj.⁽¹⁾		(5,561	)		—			—			—			—			—
Plus: Amortization of issuance costs		10,546			10,691			3,364			3,383			3,521			5,645

Non-GAAP net income before non-GAAP tax adjustments	$	63,503		$	115,730		$	318,822		$	471,442		$	784,729		$	873,895

Income tax effects and adjustments⁽³⁾		15,384			26,666			61,563			89,860			152,756			167,236

Non-GAAP net income after non-GAAP tax adjustments	$	48,119		$	89,064		$	257,259		$	381,582		$	631,973		$	706,659