DigitalOcean (DOCN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 15, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials distributed primarily via the Internet to reduce costs and environmental impact.

• Record date for voting is April 17, 2026, with 104,353,442 shares outstanding.

• Forward-looking statements address future financial performance, strategies, and governance.

Voting matters and shareholder proposals

• Election of two Class II directors, Warren Adelman and Pueo Keffer, for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of six members, divided into three classes with staggered three-year terms.

• Majority of directors are independent per NYSE standards; CEO is not independent.

• Lead Independent Director role held by Warren Adelman; no current chairperson.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Board met five times in the last fiscal year; high attendance by directors.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place and available online.