Datadog (DDOG) Proxy Filing summary

Executive summary

• Special Meeting called to approve redomiciliation from Delaware to Nevada by conversion, with no other substantive business on the agenda.

• Board unanimously recommends voting in favor, citing strategic, legal, and governance benefits.

• No changes to business operations, management, or trading expected; all shares and equity awards convert on a 1:1 basis.

• Stockholders can vote online, by phone, or by mail; Class A shares have 1 vote, Class B shares have 10 votes each.

• Appraisal rights are available to certain Class B holders who dissent and follow specific procedures.

Voting matters and shareholder proposals

• Sole proposal is approval of redomiciliation to Nevada; no other proposals or director elections.

• Board recommends a FOR vote; majority of outstanding voting power required for approval.

• Stockholder proposals for future annual meetings must comply with advance notice and SEC rules.

Board of directors and corporate governance

• Board and committees remain unchanged post-redomiciliation; same directors and officers continue.

• Nevada Charter and Bylaws largely mirror Delaware documents but reflect Nevada law.

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

• Classified board structure with three-year staggered terms continues.