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

Amendments to the Certificate of Incorporation

At the 2022 virtual annual meeting of stockholders (the "Annual Meeting") of GoDaddy Inc. (the "Company") held on June 1, 2022, the Company's stockholders approved certain amendments (the "Charter Amendments") to the Company's Amended and Restated Certificate of Incorporation to (i) declassify the Board of Directors (the "Board") and provide for the annual election of directors, (ii) eliminate certain supermajority voting requirements, (iii) eliminate certain business combination restrictions and to instead subject the Company to the business combination restrictions of the Delaware General Corporation Law, and (iv) eliminate certain inoperative provisions and implement certain other miscellaneous amendments.

As a result, the Company filed a Certificate of Amendment setting forth the Charter Amendments with the Secretary of State of the State of Delaware on June 1, 2022. The Certificate of Amendment became effective upon filing. Following the filing of the Certificate of Amendment, the Company filed a new Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware on June 1, 2022. The Restated Certificate became effective upon filing.

The description of the Charter Amendments above does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, as set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item 5.03 by reference hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders

As described above, the Company held its Annual Meeting on June 1, 2022.

For more information about the eight proposals that were voted on at the Annual Meeting, see the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2022.

The voting results for each of the proposals are as follows:

1. Election of three Class I directors to serve until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier death, resignation or removal

Each director nominee was duly elected to serve until the 2025 annual meeting of stockholders and until their successor is duly elected and qualified, subject to earlier death, resignation or removal.



     Nominee                For              Against            Abstain           Broker Non-votes
Aman Bhutani           140,888,793          831,042              17,690            6,894,075
Caroline Donahue       139,226,683        2,479,754              31,088            6,894,075
Charles Robel          134,746,644        2,292,579           4,698,302            6,894,075

2. Advisory, non-binding vote to approve named executive officer compensation



The stockholders approved the compensation of the Company's named executive
officers.

      For               Against           Abstain         Broker Non-votes
 117,784,337         23,920,585          32,603            6,894,075

3. Advisory, non-binding vote to approve the frequency of advisory votes on named executive officer compensation for one, two or three years

The stockholders approved one year for the frequency of advisory votes on named executive officer compensation. Consistent with the results of this advisory stockholder vote, the Company will include a stockholder vote on the named executive officer compensation in its proxy materials on an annual basis.



    One Year          Two Years       Three Years        Abstain         Broker Non-votes
 140,799,074          10,583          911,330           16,538            6,894,075

--------------------------------------------------------------------------------

4. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022

The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.



      For              Against          Abstain
 147,472,602        1,148,738          10,260

5. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors

The stockholders approved the declassification of the Board of Directors.



      For             Against         Abstain         Broker Non-votes
 141,585,231        138,949          13,345            6,894,075

6. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements



The stockholders approved the elimination of certain supermajority voting
requirements.

      For             Against         Abstain         Broker Non-votes
 141,549,650        166,805          21,070            6,894,075

7. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate certain business combination restrictions set forth therein and instead subject the Company to the business combination restrictions of the Delaware General Corporation Law



The stockholders approved the elimination of certain business combination
restrictions.

      For               Against           Abstain         Broker Non-votes
 124,399,755         17,317,537          20,233            6,894,075

8. Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate inoperative provisions and implement certain other miscellaneous amendments

The stockholders approved the elimination of inoperative provisions and implementation of certain other miscellaneous amendments.



      For            Against         Abstain         Broker Non-votes
 141,689,185        25,041          23,299            6,894,075

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

Exhibit Number                                        Exhibit Description
       3.1                Restated Certificate of Incorporation of GoDaddy Inc. dated June 1, 2022

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses