8-K

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): March 22, 2022

______________________________

GITLAB INC.

(Exact name of Registrant as Specified in Its Charter)

____________________________________ 

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.

☐

__________________________

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 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 22, 2022, GitLab Inc.’s (the “Company”) board of directors (the “Board”) received notice from David Hornik of his resignation from the Board and as a member of the Board’s Audit and the Mergers & Acquisitions Committees, respectively, effective immediately. The registration of Mr. Hornik was not a result of a disagreement with the Company or any matter relating to its operations, policies, or practices.

The Board has appointed Godfrey Sullivan, a current member of the Board and its Lead Independent Director, to fill the vacancy left on the Audit Committee by Mr. Hornik’s resignation.

The Board also decreased the size of the Board from eight members to seven members, effective March 22, 2022.

Item 7.01. Regulation FD Disclosure.

On March 24, 2022, the Company issued a press release announcing Mr. Hornik’s decision to resign. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

The Board has established June 17, 2022 as the date of the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The record date for the 2022 Annual Meeting will be April 21, 2022. The time and location of the 2022 Annual Meeting will be specified in the Company’s proxy statement for the 2022 Annual Meeting to be filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 24, 2022.
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.

		GitLab Inc.
Dated: March 24, 2022	By:	/s/ Robin Schulman
		Robin Schulman
		Chief Legal Officer & Corporate Secretary

EX-99.1

GitLab Announces Departure of David Hornik From Board Of Directors

San Francisco (March 24, 2022)- All-Remote - GitLab Inc. (NASDAQ: GTLB), The DevOps Platform, announced today the resignation of August Capital General Partner and Lobby Capital Founding Partner, David Hornik, from the GitLab Inc.’s Board of Directors and Audit Committee. Hornik is departing in order to increase his focus on early stage venture investing.

“On behalf of the Board of Directors and the Company, I want to thank David for his guidance,” said Sid Sijbrandij, co-founder, CEO, and chair of GitLab Inc.’s Board of Directors. “David’s long-standing experience working with innovative startups and established industry leaders has been instrumental in helping GitLab scale our business and complete our initial public offering. We wish him well in his future endeavors.”

“When I was first introduced to GitLab’s CEO Sid Sijbrandij at Y Combinator in 2015, I saw a big, exciting opportunity to build an end to end DevOps platform that would change how modern applications were developed. It was a natural fit for the types of companies August Capital wanted to invest in and we led the Series B round in 2016,” said Hornik. “Since then, it has been exciting to watch the industry begin to shift from point solutions to a unified DevOps platform, and to see GitLab execute on its vision of developing The DevOps Platform. I believe this is the start to a bright future as a public company. Although I have decided not to stand for re-election of my board seat, I will continue to cheer on GitLab and Sid.”

Hornik has a long standing career of investing broadly in information technology companies, with a focus on enterprise applications and infrastructure software. He is the creator and Executive Producer of The Lobby Conference (www.thelobbyconference.com), and is a Commissioner of the Smithsonian Board of American Art Museum and is a board member of the Stanford Alumni Association. Hornik serves on several additional technology boards including Fastly, Bill.com, Fletch, and MaintainX. He also sat on the board of Splunk for 13 years, from inception through IPO. Hornik teaches business and law at Harvard Law School and Stanford’s Graduate School of Business.

“I would like to extend my deep gratitude to David for his many contributions to the board’s audit committee and wish him the very best in the future,” said Karen Blasing, GitLab Board of Directors Audit Committee Chair.

“I want to thank David for his dedication and counsel made in support of GitLab’s Board and wish him well,” said Godfrey Sullivan, GitLab Board Member and Lead Independent Director.

About GitLab

GitLab is The DevOps platform that empowers organizations to maximize the overall return on software development by delivering software faster and efficiently, while strengthening security and compliance. GitLab’s single application is easier to use, leads to faster cycle time and allows visibility throughout and control over all stages of the DevOps lifecycle. With GitLab, every team in your organization can collaboratively plan, build, secure, and deploy software to drive business outcomes faster with complete transparency, consistency, and traceability.

Media Contact:

Natasha Woods

GitLab Inc.

press@gitlab.com

Investor Contact:

Jack Andrews

GitLab Inc.

ir@gitlab.com

XML

Cover	Mar. 24, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 22, 2022
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	true
Entity Ex Transition Period	false
Entity Central Index Key	0001653482
Amendment Flag	false