0001653482FALSE00016534822026-06-172026-06-17
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 17, 2026
______________________________
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2026, Robin Schulman, notified GitLab Inc. (the "Company") of her decision to resign as Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary of the Company effective June 30, 2026. Ms. Schulman’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Schulman for her contributions and wishes her well in her future endeavors.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 17, 2026, the Company held its 2026 Annual Meeting of Stockholders and the following proposals were adopted:
1.Election of two Class II directors, Karen Blasing and Godfrey Sullivan, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:
| | | | | | | | | | | |
| Nominees | Shares For | Shares Withheld | Broker Non-Votes |
| | | |
| Karen Blasing | 243,319,905 | 1,622,441 | 30,729,455 |
| Godfrey Sullivan | 221,171,373 | 23,770,973 | 30,729,455 |
2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027:
| | | | | | | | |
| Shares For | Shares Against | Shares Abstaining |
| | |
| 271,236,365 | 4,277,434 | 158,002 |
3.Approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers.
| | | | | | | | | | | |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes |
| | | |
| 235,289,523 | 8,873,423 | 779,400 | 30,729,455 |
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: June 24, 2026 | | By: | /s/ Jessica P. Ross |
| | | | Jessica P. Ross |
| | | Chief Financial Officer |