0001653482FALSE--01-3100016534822024-06-112024-06-11

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): June 11, 2024
______________________________
 
GITLAB INC.

(Exact name of Registrant as Specified in Its Charter)
____________________________________ 

Delaware001-4089547-1861035
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
    
Address Not Applicable1
 
Zip Code Not Applicable1
(Address of Principal Executive Offices) (Zip Code)

 Registrant’s Telephone Number, Including Area Code: Not Applicable


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:
☐     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, par value $0.0000025 per share GTLB 
The Nasdaq Stock Market LLC
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.
☐

__________________________
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: reach.gitlab@gitlab.com.




Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.

As noted below, on June 11, 2024, the stockholders of GitLab Inc. (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to permit the exculpation of officers as permitted pursuant to recent amendments to the Delaware General Corporation Law. On June 11, 2024, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 11, 2024, the Company held its 2024 Annual Meeting of Stockholders and the following proposals were adopted:

1.Election of two Class III directors, Sundeep Bedi and Sue Bostrom, each to serve a three-year term, which will expire at the 2027 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:
NomineesShares ForShares AgainstShares AbstainingBroker Non-Votes
Sundeep Bedi323,436,858—30,598,04219,668,022
Sue Bostrom323,159,336—30,875,56419,668,022

2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025:

Shares ForShares AgainstShares Abstaining
372,357,7011,225,512119,709

3.Approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers.

Shares ForShares AgainstShares AbstainingBroker Non-Votes
335,815,21417,458,061761,62519,668,022

4.Approve an amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law.

Shares ForShares AgainstShares AbstainingBroker Non-Votes
312,888,60440,503,364642,93219,668,022



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
3.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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.
GitLab Inc.
Dated: June 13, 2024By: /s/ Brian Robins
  Brian Robins
Chief Financial Officer


Exhibit 3.1

CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
GITLAB INC.


GitLab Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

1.That the name of this Corporation is GitLab Inc., and that this Corporation was originally incorporated pursuant to the General Corporation Law on September 10, 2014 under the name GitLab Inc. The Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 18, 2021, as amended (the “Restated Charter”).

2.Amendment to Article VIII.

(a)     Article VIII of the Restated Charter is hereby amended and restated in its entirety as follows:


“ARTICLE VIII: LIMITATION OF LIABILITY”

1.Limitation of Liability. To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

2.Change in Rights. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Restated Certificate inconsistent with this Article VIII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.”

3.That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law and was approved by the holders of the requisite number of shares of capital stock of the Corporation acting by written consent in accordance with Sections 228 and 242 of the General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 11th day of June, 2024.

By:/s/ Sytse Sijbrandij
Name:Sytse Sijbrandij
Title:Chief Executive Officer

v3.24.1.1.u2
Cover
Jun. 11, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 11, 2024
Entity Registrant Name GITLAB INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40895
Entity Tax Identification Number 47-1861035
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.0000025 per share
Trading Symbol GTLB
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001653482
Amendment Flag false
Current Fiscal Year End Date --01-31
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