Datadog (DDOG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 15, 2026, to be held virtually, with participation and voting instructions provided for all shareholders.

• Four Class I directors are up for election to serve until 2029; advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and a shareholder proposal on simple majority voting are on the agenda.

• Shareholders of record as of April 22, 2026, are eligible to vote; Class A shares have one vote each, Class B shares have ten votes each, voting as a single class.

Voting matters and shareholder proposals

• Proposal 1: Election of four Class I directors (Olivier Pomel, Dev Ittycheria, Shardul Shah, Ami Vora) for three-year terms.

• Proposal 2: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 4: Shareholder proposal to adopt a simple majority voting provision; board recommends voting against, citing protection of long-term interests and stability.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes; majority are independent per Nasdaq standards.

• Recent board refreshment includes two new independent directors in 2025 and 2026.

• Lead independent director role established to enhance board oversight and independence.

• Board committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Code of Business Conduct and Ethics, Corporate Governance Guidelines, and insider trading policy in place.