Blog: GODADDY INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

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)



——————————————————————————–

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s