Good morning, and welcome to the GitLab Inc. 2024 Annual Meeting of Shareholders. Please note that this event is being held via live webcast. I would now like to turn the meeting over to Sid Sijbrandij, GitLab Inc. Co-founder, Chief Executive Officer, and Chair of the Board of Directors, and Chair of this Annual Meeting.
Thank you. Good time of day, everyone. Welcome, and thanks for joining us for our 2024 Annual Meeting of Shareholders. I'm Sid Sijbrandij, Co-founder, Chief Executive Officer, and Chair of the Board of Directors of GitLab. I will act as the Chair of this Annual Meeting, and I'll call the meeting to order. I would now like to introduce Robin Schulman, our Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary, who will act as Secretary of this Annual Meeting and keep the minutes.
Thanks, Sid. I'm advised by the Inspector of Elections that over a majority of the voting power of our outstanding shares of common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present, and the meeting may proceed. We will describe the proposals to be voted on today later during the meeting. Polls are now open for voting. Voting is by proxy and electronic ballot. Any shareholder who has not voted or wishes to change their vote may do so by clicking on the Vote button on the webcast portal and following the instructions there.
Shareholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically.
We expect to close the polls approximately one minute after the presentation of matters to be voted on at the meeting. In addition to Sid and myself, we are also joined on this call today by members of our Board of Directors as well as members from our Executive Team. Also present are Joe Vincent and Daniel Mahan of KPMG LLP, our independent registered public accounting firm, and Anne Bruner, who has executed the oath of Inspector of Elections and will act as the Inspector of Elections for this meeting and tabulate results of the voting. Ryan Mitteness of Fenwick and West LLP, our outside legal counsel, is also present. Let me now turn to the formal business of this meeting. Our Board of Directors fixed April 15, 2024, as the record date for determining the shareholders entitled to vote at this meeting.
I present to this meeting an affidavit of Broadridge Financial Services attesting that a notice of internet availability of proxy materials was mailed on or about April 30, 2024, to all of GitLab's shareholders of record determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. In addition, I have a list of the shareholders entitled to vote at this meeting, which was available for inspection by any shareholder entitled to vote at this meeting for a 10-day period ending yesterday.
The list of shareholders shows that as of the record date, there were 132,547,710 shares of our Class A common stock and 26,365,064 shares of our Class B common stock outstanding and entitled to vote at this meeting, with each share of Class A common stock entitled to one vote and each share of Class B common stock entitled to 10 votes. As noted earlier, the polls will remain open for approximately one more minute to allow anyone who chooses to vote here to cast ballots. While the polls are open, I will present the matters to be voted on. We have four proposals on which shareholders will be voting. Proposal number one is the election of two Class Three Directors, each to serve a three-year term which will expire at the 2027 Annual Meeting of Shareholders.
The Board of Directors has nominated each of Sundeep Bedi and Sue Bostrom to be elected as Directors of GitLab for the next three years and until that person's successor is duly elected and qualified. No other director nominees have been properly submitted for election pursuant to our amended and restated bylaws or the Securities and Exchange Commission rules. Therefore, no other nominations may be accepted. The Board of Directors recommends a vote for the election of each of the nominated directors. As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for the election of each of the nominated directors, which motion is seconded by proxy. Proposal number two is to ratify the appointment of KPMG LLP as our independent registered accounting firm for the fiscal year ending January 31, 2025.
The Board of Directors recommends a vote for the ratification of the appointment of KPMG LLP. As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. Proposal number three is to approve on a non-binding advisory basis the compensation paid by GitLab to its named executive officers. This non-binding advisory vote is commonly referred to as a say-on-pay vote. The Board of Directors recommends a vote for the approval on a non-binding advisory basis of the compensation of our named executive officers. As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy.
Proposal number 4 is to approve the amendment to our restated certificate of incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the Delaware General Corporation Law. The Board of Directors recommends a for vote for the approval of the amendment to our restated certificate of incorporation. As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. Now that everyone has had the opportunity to vote, I now declare the polls for the GitLab Inc. 2024 Annual Meeting of Shareholders closed. We now have preliminary voting results.
Directors elected pursuant to Proposal One are elected by a plurality of the votes of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the two nominees receiving the highest number of votes will be elected to the Board of Directors. Based on the results as tabulated by the Inspector of Elections, Sundeep Bedi and Sue Bostrom are the two nominees on the ballot who received the highest number of votes cast and therefore elected to the Board of Directors. The vote required to approve Proposal Two will be obtained if the number of votes cast for the proposal exceeds the number of votes against the proposal.
Based on the results as tabulated by the Inspector of Elections, the proposal to ratify the appointment of KPMG LLP as GitLab's independent registered public accounting firm for the year ending January 31, 2025, has been approved. The advisory vote for Proposal Three will be obtained if the number of votes cast for the proposal exceeds the number of votes against the proposal. Based on results as tabulated by the Inspector of Elections, the proposal on named executive officer compensation has been approved. The vote required for Proposal Four is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock outstanding and entitled to vote on Proposal Four. Based on results as tabulated by the Inspector of Elections, the proposal to approve the amendment to our restated certificate of incorporation has been approved.
We will now address any questions that shareholders have submitted that are relevant to the proposals. Please note that we will not address any questions that are irrelevant to the matters presented at this meeting. Shareholders are limited to one question each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. If we do not receive any relevant questions, we will conclude the question and answer session earlier. We do not see any questions and will conclude the question and answer session. There are no other formal items of business before this meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on Form 8-K within four business days.
This concludes our meeting, and we are now adjourned. Thank you.