gtlb-202401180001653482FALSE00016534822024-01-182024-01-18
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): January 18, 2024
______________________________
GITLAB INC.
(Exact name of Registrant as Specified in Its Charter)
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| | | | | | | | | | | | | | | | | |
| Delaware | | 001-40895 | | 47-1861035 |
| (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.
☐
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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 7.01. Regulation FD Disclosure.
On January 17, 2024, the Board of Directors of GitLab Inc. (the “Company”) appointed Sabrina Farmer as the Company’s Chief Technology Officer, effective January 18, 2024. Ms. Farmer’s annual salary will be $450,000 and will be eligible to receive bonus compensation under the Company’s Bonus Plan with a target cash bonus of 60% of her annual salary. Any bonus payment made for the current fiscal year will be prorated based upon her start date. Ms. Farmer will also be entitled to payments and benefits on termination of employment or upon a termination in connection with a change of control consistent with our other executive officers, as described in our definitive proxy statement filed on May 15, 2023.
Ms. Farmer most recently served as Google’s Vice President of Engineering from June 2019 to January 2024. Previously, from January 2005 to June 2020, Ms. Farmer served in various roles of increasing responsibility at Google. Ms. Farmer earned her bachelor’s of science degree in computer science from the University of New Orleans.
Ms. Farmer will enter into the Company’s standard form of officers’ indemnification agreement with the Company, pursuant to which the Company agrees to indemnify its officers to the fullest extent permitted by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement. The form of indemnification agreement is attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-259602), filed with the Securities and Exchange Commission on September 17, 2021.
There are no arrangements or understandings between Ms. Farmer and any other persons, pursuant to which she was appointed as Chief Technology Officer. There are also no family relationships between Ms. Farmer and any director or executive officer of the Company, nor does Ms. Farmer have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company issued a press release dated January 18, 2024 announcing Ms. Farmer’s appointment as Chief Technology Officer, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
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| | | GitLab Inc. |
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| Dated: January 18, 2024 | | By: | /s/ Brian Robins |
| | | | Brian Robins |
| | | Chief Financial Officer |
