8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 11, 2021

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PagerDuty, Inc.

(Exact name of Registrant as Specified in Its Charter)

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(844) 800-3889

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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 Instructions 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:

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 x

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.

(d) On January 11, 2021, the Board of Directors (the "Board") of PagerDuty, Inc. (the "Company") appointed Bonita Stewart to serve on the Board, until her successor is elected and qualified, or sooner in the event of her death, resignation or removal. Ms. Stewart joins the class of directors whose term expires at the Company's 2022 annual stockholders’ meeting. She has been appointed to serve on the Company's Audit Committee and Nominating and Corporate Governance Committee. The Board has determined that Ms. Stewart meets the requirements for independence under the applicable listing standards of New York Stock Exchange and the Securities Exchange Act of 1934, as amended.

Ms. Stewart will be entitled to receive compensation in accordance with the Company's Non-Employee Director Compensation Policy, a copy of which is attached as Exhibit 10.10 to the Company's Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 19, 2020. Ms. Stewart will also enter into the Company's standard form of indemnification agreement.

There are no arrangements or understandings between Ms. Stewart and any other persons pursuant to which she was elected as a member of the Board. There are no family relationships between Ms. Stewart and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.