DOCN 8-K
DigitalOcean Holdings, Inc. (DOCN)
8-K
2023-08-24
For: 2023-08-24
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Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 24, 2023
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2023, DigitalOcean Holdings, Inc. (the “Company”) announced its implementation of a leadership succession plan to identify the Company’s next Chief Executive Officer. Yancey Spruill will continue to serve as the Company’s Chief Executive Officer and a member of the board of directors of the Company (the “Board”) until a successor has been appointed, or upon such other date determined by the Board or an earlier resignation by Mr. Spruill upon thirty days’ notice after the four-month anniversary of date of the Separation Agreement (as defined below).
Mr. Spruill entered into a separation agreement with the Company on August 24, 2023 (the “Separation Agreement”). Under the terms of the Separation Agreement, Mr. Spruill will continue to receive his compensation and benefits and remain eligible to vest in his unvested equity awards until his termination date. Following his termination date, consistent with Mr. Spruill’s employment agreement, he will receive twelve months of continued base salary payments, one hundred percent of his current annual bonus, payment of COBRA premiums for Mr. Spruill and his eligible dependents for twelve months following his termination date (or an earlier date that he becomes eligible for group health insurance coverage through a new employer or that he is no longer eligible for COBRA continuation coverage), and twelve months to exercise his vested stock options. All unvested equity awards held by Mr. Spruill will be forfeited upon his termination date. The Separation Agreement contains a general release of claims and requires Mr. Spruill’s continued compliance with his restrictive covenant obligations, which include non-competition, non-solicitation, confidentiality and non-disparagement covenants.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2023.
The Board has established a Search Committee of the Board and has retained leading executive search firm Spencer Stuart to assist in the process.
The Company also announced that Warren Adelman, who has served on the Board since 2020 and as lead independent director since 2022, has been appointed Executive Chairman of the Board, effective immediately. Mr. Adelman will serve as Executive Chairman until the date a new Chief Executive Officer commences employment, such other date determined by the Board or upon his earlier resignation. In connection with his appointment, Mr. Adelman will earn a $162,500 monthly salary and be issued a stock option grant with a grant date value equal to $975,000 that will vest in six equal monthly installments, subject to his continued employment, and will be eligible to participate in the employee benefit plans offered by the Company to its employees generally. Any unvested stock options will be forfeited upon his termination of employment or the date a new Chief Executive Officer commences employment. If a new Chief Executive Officer has not commenced employment by the time his stock options have become fully vested, Mr. Adelman will receive an additional stock option grant equal to the same grant date value that will vest on the same terms and conditions as the initial grant. Mr. Adelman will not receive any other compensation in connection with his role as Executive Chairman.
Item 7.01 Regulation FD Disclosure.
On August 24, 2023, the Company issued a press release with respect to the foregoing matters (the “Press Release”).
The Company reaffirms its previously issued financial outlook for the third quarter and full year 2023 as provided on August 11, 2023, as stated in the Press Release.
The Press Release, furnished as Exhibit 99.1 hereto, and the other information contained in this Item 7.01, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | August 24, 2023 | DigitalOcean Holdings, Inc. | |||||||||
| By: | /s/ W. Matthew Steinfort | ||||||||||
| W. Matthew Steinfort, Chief Financial Officer | |||||||||||
Exhibit 99.1
DigitalOcean Announces Leadership Transition
Board Initiates CEO Search Process
Yancey Spruill to Step Down as CEO Once Successor Appointed
Warren Adelman Appointed Executive Chairman of the Board of Directors
NEW YORK, August 24, 2023 – DigitalOcean Holdings, Inc. (NYSE: DOCN) (“DigitalOcean” or “the Company”), the cloud for startups and SMBs, today announced its implementation of a leadership succession plan to identify the Company’s next CEO. Yancey Spruill will continue to serve as Chief Executive Officer until a successor has been appointed, at which point he will step down from his role and as a member of the Board.
The Board has convened a Search Committee to identify DigitalOcean’s next CEO, and the search process is already underway. The Board has also retained Spencer Stuart, a leading executive search firm, to assist in the process.
The Company also announced that Warren Adelman, who has served on the Board since 2020 and as lead independent director since 2022, has been appointed Executive Chairman of the Board, effective immediately.
“As we considered how to best position DigitalOcean for long-term success and scalable growth, the Board and Yancey agreed that now is the right time to prepare for our next phase of leadership,” said Adelman. “As the search for DigitalOcean’s next CEO progresses, we are focused on identifying a candidate with deep cloud technology and operational expertise to execute the strategic initiatives underway and deliver strong results.”
Adelman continued, “We appreciate Yancey’s significant contributions and dedicated years of service to DigitalOcean, including his successful efforts in taking our Company public. We are grateful to have the benefit of Yancey’s continued leadership as we search for DigitalOcean’s next CEO and ensure a smooth transition for the benefit of all stakeholders.”
“It’s been an honor to serve as DigitalOcean’s CEO for the past four years,” said Spruill. “I’d like to thank our talented and growing team of 1,200 employees around the world for their passion for and commitment to DigitalOcean’s mission to simplify cloud computing. I look forward to partnering with the Board during this transition period to continue to build on our strong foundation and extend our market leadership.”
“Warren is a deeply experienced technology leader and has been an instrumental member of the Board for nearly three years,” said Pueo Keffer, Director of the DigitalOcean Board. “On behalf of the Board, we’re pleased to have Warren assume the role of Executive Chairman as we focus on identifying a new CEO and working closely with the executive team to drive value for our shareholders.”
The Company today reaffirmed its financial outlook for the third quarter and full year 2023, as provided on August 11, 2023.
Forward-Looking Statements
This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any forward-looking statements contained in this release are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. Further information on these and additional risks, uncertainties, assumptions and other factors that could cause actual results or outcomes to differ materially from those included in or contemplated by the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2023, and other filings and reports we make with the SEC from time to time.
Exhibit 99.1
We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this release. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. We assume no obligation to, and do not currently intend to, update any such forward-looking statements after the date of this release.
About DigitalOcean
DigitalOcean simplifies cloud computing so businesses can spend more time creating software that changes the world. With its mission-critical infrastructure and fully managed offerings, DigitalOcean helps developers at startups and small and medium-sized businesses (SMBs) rapidly build, deploy and scale, whether creating a digital presence or building digital products. DigitalOcean combines the power of simplicity, security, community and customer support so customers can spend less time managing their infrastructure and more time building innovative applications that drive business growth. For more information, visit digitalocean.com.
Contacts
Investors:
Rob Bradley
Media:
Spencer Anopol