Godaddy Inc (GDDY) 2026 Annual Meeting

This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking an affirmative advisory vote to confirm stockholder support for the design and implementation of the executive pay program, which emphasizes pay-for-performance elements (short-term incentives tied to Bookings and NEBITDA and long-term PSUs tied to relative TSR vs. the Nasdaq Internet Index), high proportions of at-risk variable compensation, and governance features such as equity ownership guidelines and clawback policies. The vote is non-binding but serves as a key input to the Compensation Committee’s future decisions and stockholder engagement process; a negative result would likely prompt direct outreach and potential program changes. In context, the Company reported strong 2025 financial results (NEBITDA expansion, free cash flow generation and share repurchases) that management cites to justify compensation outcomes. Management discloses specific program design changes — for example the 2025 STIP reweighting to Bookings and NEBITDA — to align incentives with strategic priorities, and the LTIP’s use of rTSR aims to align long-term pay with stockholder returns. The Board recommends FOR the proposal, stating that the program is competitive, fair and aligns with stockholder interests, while preserving discretion for the Compensation Committee to adjust awards. For an analyst evaluating the merits, the proposal presents a standard say-on-pay review: the program has materially performance-based design and robust governance features, but investors will weigh realized payouts, relative TSR outcomes, and specific design choices (e.g., metric selection and payout curves) when assessing alignment and effectiveness.

This management proposal seeks shareholder approval to amend and restate the Company’s 2024 Omnibus Incentive Plan to increase the share reserve by 3,116,000 shares to ensure adequate run‑rate capacity for equity grants over the next one to two years. Management frames the request as necessary to continue making competitive equity awards to attract and retain employees and to align employee and executive interests with stockholder value creation. The Board highlights that the requested increase is limited to share count (no other material plan changes), quantified the incremental dilution (~2.3% of fully-diluted shares as of March 31, 2026), and points to governance-oriented plan features such as no evergreen provision, no liberal share recycling, no dividends on unvested awards, no repricing without shareholder approval, and limits on non-employee director compensation. The filing discloses the Company’s three-year average burn rate (1.9%), outstanding awards, overhang and the rationale that the added shares are expected to cover anticipated grant needs for one to two years given market conditions. The Compensation Committee relied on independent consultant advice and considered historical usage, remaining reserve, and competitive practices in setting the requested amount. The Board recommends FOR the amendment to preserve flexibility for long-term incentive grants while emphasizing controls to limit dilution and protect shareholders; analysts should evaluate projected dilution, historic grant practices, and whether the requested reserve sufficiently balances talent retention needs and shareholder dilution.