gddy-20230122

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)

January 22, 2023

GoDaddy Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36904

46-5769934

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

2155 E. GoDaddy Way

Tempe

Arizona

85284

(Address of Principal Executive Offices)

(Zip Code)

(480) 505-8800

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

GDDY

New York Stock Exchange

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Directors

On January 22, 2023 Ryan Roslansky and on January 24, 2023 Lee Wittlinger each notified the board of directors (the “Board”) of GoDaddy Inc. (the “Company”) of their resignation as a member of the Board, effective as of January 25, 2023 (the “Effective Date”). Mr. Roslansky and Mr. Wittlinger each also resigned as a member of the Company’s nominating and governance committee (the “Governance Committee”) effective as of the Effective Date. Neither Mr. Roslansky nor Mr. Wittlinger’s resignation resulted from any disagreement with the Company relating to its operations, policies or practices.

Appointment of New Directors

On January 25, 2023, the Board appointed Srini Tallapragada and Sigal Zarmi to its Board as of the Effective Date to fill the vacancies created by Mr. Roslansky and Wittlinger’s departures. Each of Mr. Tallapragada and Ms. Zarmi will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2023. In addition, both Mr. Tallapragada and Ms. Zarmi were appointed by the Board as members of the Governance Committee as of the Effective Date.

Mr. Tallapragada and Ms. Zarmi will each receive the same compensation and benefits as other non-employee directors on the Board pursuant to the Company’s Outside Director Compensation Policy. In connection with their appointments to the Board, Mr. Tallapragada and Ms. Zarmi will each receive an initial award of restricted stock units of the Company’s Class A common stock with an aggregate value of $235,000, which will vest on the one-year anniversary of the grant date, subject to the director’s continued service on the Board on the vesting date. In addition, the Company will enter into its standard form of indemnification agreement with each of Mr. Tallapragada and Ms. Zarmi, which will be substantially the same form filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-196615) filed with the Securities and Exchange Commission on February 24, 2015.

The Board has determined that each of Mr. Tallapragada and Ms. Zarmi are independent for purposes of service on the Board. There are no arrangements or understandings between either Mr. Tallapragada or Ms. Zarmi and any other person pursuant to which they were elected as a director of the Company. There are no family relationships between either Mr. Tallapragada or Ms. Zarmi and any director or executive officer of the Company, and, other than as described above, the Company has not entered into any transactions with either Mr. Tallapragada or Ms. Zarmi that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On January 25, 2023, the Company issued a press release announcing the resignations of Mr. Roslansky and Mr. Wittlinger from the Board and the appointments of Mr. Tallapragada and Ms. Zarmi to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Exhibit Description

99.1						Press release of GoDaddy Inc., dated January 2 5 , 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


		GODADDY INC.

Date:	January 25, 2023	/s/ Michele Lau
		Michele Lau
		Chief Legal Officer and Secretary

FOR IMMEDIATE RELEASE

news release

GoDaddy Announces Continued Refreshment of Board of Directors

Board of Directors Appoints Srini Tallapragada and Sigal Zarmi

as New Independent Directors; Ryan Roslansky and Lee Wittlinger Resign

TEMPE, Ariz., January 25, 2023 /PRNewswire/ -- GoDaddy Inc. (NYSE: GDDY), the company that helps entrepreneurs thrive, announced its board of directors unanimously appointed Srini Tallapragada and Sigal Zarmi as new independent directors effective January 25, 2023.

“We are pleased to welcome Srini and Sigal to the GoDaddy board,” said Brian Sharples, Chair of GoDaddy’s board of directors. “Their expertise and leadership experience will be invaluable. The depth of Srini’s technology expertise and specifically his experience leading teams to deliver product and platform innovations will help guide GoDaddy to efficiently scale our business operations and continue to innovate to meet customers’ evolving needs. Sigal’s expertise in strategic planning and operational risk management as a former chief information officer of several large global businesses will enhance our board’s risk management, compliance, and cybersecurity expertise.”

Aman Bhutani, GoDaddy chief executive officer and member of the board of directors said “GoDaddy’s diverse board is a powerful source of both insight and oversight for the company as we pursue the large and growing opportunity in front of us. Srini and Sigal’s experiences as innovative senior business leaders in different industries will enrich the board’s analysis in pursuit of our strategic vision. I am eager to work together as we continue to drive towards our goals of delivering compelling growth for our shareholders.”

Tallapragada, 53, currently serves as president and chief engineering officer of Salesforce, Inc. At Salesforce, Tallapragada leads a global engineering team responsible for envisioning, building, securing, and delivering Salesforce’s platform architecture. Tallapragada previously held various senior leadership roles at Salesforce, Oracle, and SAP. Tallapragada holds a PGDM from XLRI in Jamshedpur, India, and a BTech in Computer Science from the National Institute of Technology (NIT) in Warangal, India. Tallapragada served as an independent director on the board of Avalara Inc. before it was taken private by Vista Equity Partners in October 2022.

Zarmi, 59, served as the international chief information officer and global head of transformation for Morgan Stanley, where she managed the diverse global technology footprint and was responsible for driving the firm innovation agenda through emerging technologies, until June 2021. Prior to Morgan Stanley, Zarmi held various leadership roles including vice chairman-global and US chief information officer of PwC and chief information officer of GE Capital Americas. Zarmi holds an MBA from Columbia University in New York City and a BS in Engineering from the Technion-Israel Institute of Technology in Haifa, Israel. She currently serves as an independent director at ADT Inc. and Hashicorp Inc.

GoDaddy’s board of directors also announced that Ryan Roslansky and Lee Wittlinger decided to resign as directors effective January 25, 2023.

“Ryan has brought tremendous insights to our board over the past 4 years, and Lee has supported GoDaddy and helped guide the company’s development since before our initial public offering. On behalf of the board, I thank both for their many contributions over the years,” said Brian Sharples, Chair of GoDaddy’s board of directors.

At the company’s 2022 annual shareholders’ meeting, shareholders approved an amendment to the company’s certificate of incorporation to declassify the board of directors. The declassification is being phased in, and class II directors will be presented to shareholders at the 2023 annual shareholders’ meeting for election to a one-year term. The board has appointed both Tallapragada and Zarmi to class II and to the Nominating and Governance Committee.

About GoDaddy

GoDaddy helps millions of entrepreneurs globally start, grow, and scale their businesses. People come to GoDaddy to name their idea, build a professional website, attract customers, sell their products and services, and accept payments online and in-person. GoDaddy's easy-to-use tools help microbusiness owners manage everything in one place and its expert guides are available to provide assistance 24/7. To learn more about the company, visit www.GoDaddy.com.

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CONTACTS:

Investors

Christie Masoner

[email protected]

Media

Kristy Nicholas

[email protected]

Source: GoDaddy Inc.