Datadog, Inc. (DDOG)
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AGM 2026

Jun 15, 2026

Summary

The meeting covered director elections, executive compensation, auditor ratification, and a shareholder proposal on voting provisions. All management proposals passed, while the shareholder proposal for a simple majority voting standard did not. No questions were raised by shareholders.

Olivier Pomel
CEO, Datadog

Good morning. I'm Olivier Pomel, Chief Executive Officer at Datadog, and I'd like to welcome you to Datadog's 2026 Shareholder Meeting. With us today are several members of the board, as well as senior leaders of Datadog, including David Obstler, Chief Financial Officer, Kerry Acocella, General Counsel and Secretary, and Yuka Broderick, Head of Investor Relations. Finally, I'd like to introduce Bill Foor and Tim Duque of Deloitte & Touche LLP, Datadog's auditor, who are available to respond to appropriate questions. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of our meeting, we will give you an opportunity to ask questions. Will the secretary please provide a report regarding the mailing of the notice of the meeting and the stockholder list?

Kerry Acocella
General Counsel, Datadog

I have at this meeting a complete list of the stockholders of record of our Class A and Class B common stock on April 22nd, 2026, the record date for this meeting. I also have an affidavit certifying that on April 29th, 2026, a notice of annual meeting of stockholders of Datadog was deposited in the United States Mail to stockholders of record.

Olivier Pomel
CEO, Datadog

At this time, I'd like to introduce Michael Levan of Broadridge, who I'm appointing to act as Inspector of Election at this meeting. Mr. Levan has taken an oath of office to execute his duties impartially. We will file this oath with the records of the meeting.

Kerry Acocella
General Counsel, Datadog

I've been informed by the Inspector of Election that proxies have been received for approximately 93% of the aggregate voting power of the outstanding shares of common stock entitled to vote at this meeting. This constitutes a quorum for the meeting, and we may now carry out the official business of the meeting.

Olivier Pomel
CEO, Datadog

We will now proceed with the formal business of this meeting. There are four proposals to be considered by the stockholders.

Kerry Acocella
General Counsel, Datadog

The time is now 2:32 P.M. on Monday, June 15th, 2026, and the polls are now open for voting on all matters to be presented. The agenda and rules of conduct for the meeting are posted on the annual meeting portal. We will address questions during the Q&A portion of the meeting. If you have a question, please submit it in the fields below Ask a Question on the bottom left-hand corner of the annual meeting portal.

Olivier Pomel
CEO, Datadog

The first item of business is the election of four Class I directors to serve until the 2029 annual meeting and until their successors are elected. The nominees for Class I directors are Olivier Pomel, Dev Ittycheria, Shardul Shah, and Ami Vora. The second item of business is the approval on an advisory basis of the compensation of our named executive officers as disclosed in our proxy statement. The third item of business is the ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of Datadog for the fiscal year ending December 31st, 2026.

Kerry Acocella
General Counsel, Datadog

The fourth and final item of business is to vote on a stockholder proposal requesting the adoption of a simple majority voting provision if properly presented. This proposal was made by John Chevedden, a holder of the company's common stock. If Mr. Chevedden would like to formally present the proposal, he may do so at this time. In accordance with our rules of conduct, Mr. Chevedden will have three minutes for such presentation. I request that the operator please open Mr. Chevedden's line. Mr. Chevedden, the line is now yours.

Speaker 4

Hello, this is John Chevedden, Proposal four, governed by majority vote. Shareholders request the board of directors take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against proposals. This means the closest standard to a majority of the votes cast for and against proposals. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. The super majority voting requirements like those of Datadog have been found to be one of six entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance? by Lucian Bebchuk of the Harvard Law School. Super majority requirements can be used to block proposals supported by most shareholders but opposed by management.

Unfortunately, insiders own only 7% of Datadog's stock, yet control 70% of the voting power. This is a sign that financial decisions can be made without having to bear anywhere near the full cost of potential disastrous results. This proposal topic won from 74%-88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, and Macy's. These votes would have been higher than 74%-88% support if more shareholders had access to independent proxy voting advice. This proposal topic received 98% support at annual meetings of Domino's Pizza, FMC Corporation, ConocoPhillips, Masco Corporation, and Power Integrations. These companies do not have super voting power shares like Datadog. Please vote for governed by majority vote Proposal four.

Kerry Acocella
General Counsel, Datadog

Mr. Chevedden, thank you for presenting your proposal.

Olivier Pomel
CEO, Datadog

The secretary will now describe the voting procedure.

Kerry Acocella
General Counsel, Datadog

If you've already voted, there's no need to vote now unless you'd like to change your vote. If you've not voted and you'd like to vote now or if you'd like to change your vote, click the Vote Here button at the bottom center of the annual meeting portal. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. As a reminder, each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 10 votes. The time is 2:36 P.M., and the polls are now closed for voting. The report of the Inspector of Election covering the proposals presented at this meeting is as follows. The proposal to elect each of Olivier Pomel, Dev Ittycheria, Shardul Shah, and Ami Vora is carried.

The proposal to approve the compensation of our named executive officers, as disclosed in our proxy statement, is carried. The selection of Deloitte & Touche LLP as Datadog's independent registered public accounting firm for the fiscal year ending December 31st, 2026, is ratified. The proposal to adopt a simple majority voting provision in our charter and bylaws is not carried. We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting.

Olivier Pomel
CEO, Datadog

This concludes the formal portion of today's meeting. We will now entertain questions from stockholders.

Kerry Acocella
General Counsel, Datadog

There are no questions related to the item pertaining to this meeting.

Olivier Pomel
CEO, Datadog

There being no questions, the meeting is now adjourned. Thank you, everyone.

Operator

This now concludes today's conference. Thank you for attending. You may now disconnect.