Not independent
Tenure on this board
16.0 yrs
12 nominees · 1 ballot item.
Vote to approve the redomiciliation of Datadog, Inc. from Delaware to Nevada by conversion (management-recommended “FOR”).
Management asks stockholders to approve converting Datadog from a Delaware corporation to a Nevada corporation, adopting the Nevada articles and bylaws, and approving the Plan of Conversion and related board resolutions.
This management proposal requests shareholder approval to redomicile Datadog, Inc. from Delaware to Nevada via a statutory conversion, which would replace the company’s Delaware charter and bylaws with the proposed Nevada articles of incorporation and Nevada bylaws and keep all shares and equity awards outstanding on equivalent terms. Management seeks shareholder approval to adopt the Plan of Conversion and related board resolutions, arguing that Nevada’s codified fiduciary duties, statutory business judgment rule, and broader officer and director exculpation and indemnification framework will provide greater legal predictability, reduce the risk and cost of opportunistic or unmeritorious litigation, and thereby allow the board and management to focus on strategic execution. The Board highlights Nevada’s statute-driven approach as offering clearer guidance than Delaware’s case-law-driven regime and notes that recent Delaware developments (including contested court decisions and untested DGCL amendments) have increased litigation risk for public companies with active founders. The proxy emphasizes that the redomiciliation will not change the Company’s business, management, headquarters, employee base, securities listing, or the economic terms of existing equity awards and convertible instruments. The Board also stresses that the change could preserve flexibility to maintain founder involvement and may make it easier to attract and retain directors and officers by reducing personal liability risks. Management discloses potential downsides: Nevada has less judicial precedent and fewer specialized business courts than Delaware, some stockholder inspection rights and procedural protections differ, and the Company could face reputational effects or transitional costs and possible litigation challenges. The proposal requires a majority of voting power to approve and is considered non-routine (brokers have no discretionary voting power). The Board unanimously recommends a vote FOR the redomiciliation, asserting that on balance the statutory protections and predictability offered by Nevada law will better serve the company’s long-term strategy and stockholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.0% | 21,320,127 | $2.5B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 17,575,658 | $2.1B |
| 3 | BlackRock, Inc. | 4.2% | 14,980,345 | $1.8B |
| 4 | STATE STREET CORP | 4.0% | 14,060,951 | $1.7B |
| 5 | FMR LLC | 2.8% | 10,004,160 | $1.2B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.8% | 9,909,944 | $1.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 8,319,902 | $978M |
| 8 | JANUS HENDERSON GROUP PLC | 2.1% | 7,642,236 | $893M |
| 9 | BlackRock, Inc. | 2.0% | 7,225,658 | $853M |
| 10 | JENNISON ASSOCIATES LLC | 1.6% | 5,783,361 | $683M |
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