pd-20230614

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): June 14, 2023

_________________________

PagerDuty, Inc.

(Exact name of Registrant as Specified in Its Charter)

_________________________


Delaware	001-38856	27-2793871
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Townsend St., Suite 200 San Francisco, California		94103
(Address of Principal Executive Offices)		(Zip Code)

(844) 800-3889

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instructions A.2. below):



¨			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

Common Stock, $0.000005 par value

New York Stock Exchange (NYSE)

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 14, 2023, PagerDuty, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders voted on three proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 2, 2023. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 18, 2023 (the “Record Date”). Present at the Meeting in person or by proxy were holders of 79,622,089 shares of common stock, representing more than 86% of the voting power of the shares of common stock entitled to vote as of the Record Date, which constituted a quorum under the Company’s Bylaws. A summary of the final voting results is set forth below:

Proposal 1 — Election of Directors.

The stockholders elected each of the three persons named below as Class I directors to serve until the 2026 annual meeting of stockholders or until their successors are elected and qualified. The results of such vote were:


	For	Withheld	Broker Non-Votes
Sameer Dholakia	49,820,900	21,182,767	8,618,422
William Losch	70,544,518	459,149	8,618,422
Jennifer Tejada	52,981,925	18,021,742	8,618,422

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024. The results of such vote were:


For	Against	Abstain	Broker Non-Votes
78,970,278	591,126	60,685	—

Proposal 3 — Advisory Vote to Approve Executive Compensation.

The stockholders approved the Company’s executive compensation. The results of such vote were:


For	Against	Abstain	Broker Non-Votes
65,160,785	5,745,688	97,194	8,618,422

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

PagerDuty, Inc.

Dated: June 16, 2023

By:

/s/ Shelley Webb

Shelley Webb

Senior Vice President, Legal, General Counsel, and Secretary