GitLab (GTLB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Shareholders of record as of April 21, 2026, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

• The company emphasizes its remote-only culture and encourages electronic participation and voting.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms expiring in 2029.

• Ratification of KPMG LLP as independent auditor for the fiscal year ending January 31, 2027.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors divided into three classes, with a majority being independent.

• Lead Independent Director and all board committees are composed of independent directors.

• Regular executive sessions and annual self-assessment processes are conducted.

• Board diversity and director qualifications are prioritized, with a focus on broad experience and backgrounds.

• Directors are encouraged to attend annual meetings; all but one attended the previous year.