Datadog (DDOG) Proxy Filing summary

Executive summary

• Special Meeting scheduled for April 21, 2026, to vote on redomiciling from Delaware to Nevada by conversion.

• Board unanimously recommends approval, citing strategic, legal, and governance benefits of Nevada law.

• No changes to business operations, management, or trading expected; all shares and rights will convert 1:1.

• Stockholders of record as of February 24, 2026, are eligible to vote; Class A shares have 1 vote, Class B shares have 10 votes each.

• Proxy materials are primarily distributed online, with options for mail or email upon request.

Voting matters and shareholder proposals

• Sole proposal is approval of the redomiciliation to Nevada; Board recommends a “FOR” vote.

• Majority of outstanding voting power required for approval; abstentions and broker non-votes count as “AGAINST.”

• Procedures for voting, revoking proxies, and appraisal rights for Class B holders are detailed.

• Deadlines for shareholder proposals and director nominations for future annual meetings are specified.

Board of directors and corporate governance

• Board and committees remain unchanged post-redomiciliation; directors and officers retain their positions.

• Nevada law allows for a classified board, removal of directors with two-thirds vote, and no cumulative voting.

• Board retains authority to fill vacancies and set the number of directors.

• Advance notice and procedural requirements for shareholder nominations and proposals are outlined.