Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 14, 2023
DigitalOcean Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-40252
45-5207470
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 6th Avenue
New York
New York
10013
(Address of Principal Executive Offices)
(Zip Code)
(646)827-4366
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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
Common stock, par value $0.000025 per share
DOCN
The 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 o
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.
o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2023, the Board of Directors (the “Board”) of DigitalOcean Holdings, Inc. (the “Company”) increased the size of the Board from seven to eight members and appointed Christopher Merritt as a Class I director of the Company to fill the resulting vacancy, effective April 17, 2023.
Christopher Merritt, age 53, worked at Cloudflare, Inc., an internet security company, from September 2013 through January 2023, where he most recently served as Chief Revenue Officer and President of Field Operations. Previously, Mr. Merritt served as Chief Marketing and Sales Officer at BranchOut, a professional networking website, as VP of Global Advertiser Partnerships at Yahoo! Inc., a media and technology company, and in various senior roles at Monster Worldwide, Inc., a global employment website. Mr. Merritt received a Bachelor of Industrial Engineering from Auburn University. We believe Mr. Merritt’s extensive experience as a senior sales and/or marketing executive at various technology companies qualifies him to serve on our Board.
Pursuant to the Company’s non-employee director compensation policy, which was filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended in March 2023, Mr. Merritt will receive a restricted stock unit (“RSU”) award valued at $400,000 in connection with his appointment to the Board, with one-third of the shares underlying the RSU award scheduled to vest on each of the first, second and third anniversaries of the effective date of Mr. Merritt’s appointment, subject to his continued service. In addition, Mr. Merritt will be eligible to receive cash fees in connection with his service on the Board and additional RSU grants in the future under the Company’s non-employee director compensation policy.
There are no arrangements or understandings between Mr. Merritt and any other person pursuant to which Mr. Merritt was selected as a director. There are no family relationships between Mr. Merritt and any of the Company’s directors or executive officers and Mr. Merritt is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In addition, Mr. Merritt will execute the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.6 to the Company’s Form S-1 filed on February 25, 2021.
A copy of the Company’s press release announcing Mr. Merritt’s appointment is filed herewith as Exhibit 99.1 and incorporated herein by reference.
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.