Thank you for holding. Welcome everyone to the GitLab 2023 Annual Meeting of Shareholders. All lines have been placed on mute to prevent any background noise. Thank you. I will now turn the call over to the chair.
Thank you. Good time of day, everyone. Welcome, and thank you for joining us for our 2023 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 now 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 the secretary of this annual meeting and keep the minutes.
Thanks, Sid. I am 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. We will describe the proposals to be voted on later today during the meeting. Polls are now open for voting. Voting is by proxy and by 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 automatically counted.
We expect to close the polls approximately one minute after presentation of matters to be voted on at the meeting. In addition to Sid and myself, we are also joined on the call today by the members of our board of directors, as well as members from our executive team. Also present are Joseph Vincent and Daniel Mahan of KPMG LLP, our independent registered public accounting firm, and Anne Brunner, who has executed the Oath of Inspector of Elections and will act as the Inspector of Elections for this meeting and tabulate results of voting. Ryan Mitteness of Fenwick & West LLP, our outside legal counsel, is also present. Let me now turn to the formal business of the meeting. Our board of directors fixed May 1, 2023, 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 May 15, 2023, to all of GitLab's shareholders of record, determined as of the close of business on the record date. The affidavit will also be incorporated into the minutes of this meeting. I have a list of the shareholders entitled to vote at this meeting, which is available for inspection by any shareholder present or by any proxy holder representing a shareholder, and which will be filed with the records of this meeting. The registered shareholder list is available for the duration of the meeting.
The list of shareholders shows that as of the record date, there were 96,235,127 shares of our Class A common stock and 56,721,393 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 stock entitled to 10 votes. As previously mentioned, the Inspector of Elections has advised that over a majority of the voting power of our shares of outstanding common stock entitled to vote at this meeting is present or represented by proxy here today. A quorum is therefore present, and the meeting may proceed. As noted earlier, the voting today is by proxy and electronic ballot.
Any shareholder who has not voted or wishes to change their vote may do so by clicking 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. 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 the shareholders will be voting. Proposal one, election of the Class II directors. Proposal number one is the election of three Class II directors, each to serve a three-year term, which will expire at the 2026 Annual Meeting of Shareholders.
The board of directors has nominated each of Karen Blasing, Merline Saintil, and Godfrey Sullivan to be elected as directors of GitLab for the next three years and until his 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. No other nominations may be accepted. I declare the nominations for directors closed. 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 two, ratification of appointment of independent registered public accounting firm.
Proposal number two is to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024. 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, advisory vote on the compensation of our named executive officers. 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 four, advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. Proposal number four is to approve on a non-binding advisory basis the frequency of future advisory votes on executive compensation. Shareholders are not voting to approve or disapprove our board of directors' recommendation. Instead, shareholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by selecting every one year, two years, or three years.
Our board of directors and nominating and corporate governance committee value the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers. However, our board of directors may decide that it is in the best interest of our shareholders and GitLab to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our shareholders.
The board of directors recommends a vote of one year on a non-binding advisory basis on the frequency of future shareholder advisory votes on 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.
Now that everyone has had the opportunity to vote, I now declare the polls for the 2023 annual meeting of shareholders of GitLab Inc. 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 three nominees receiving the highest number of four votes will be elected to the board of directors. Based on results as tabulated by the Inspector of Elections, Karen Blasing, Merline Saintil, and Godfrey Sullivan are the three nominees on the ballot who received the highest number of four 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 cast 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, 2024, 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 cast against the proposal. Based on the results as tabulated by the Inspector of Elections, the proposal on named executive officer compensation has been approved. Shareholders have four options with respect to the non-binding advisory Proposal four. The frequency receiving the greatest number of votes cast by shareholders will be deemed to be the preferred frequency of option of our shareholders.
Based on results as tabulated by the Inspector of Elections, one year received the highest number of votes cast and therefore 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 a Form 8-K within four business days. This concludes our meeting, and we are now adjourned. Thank you.
This concludes today's meeting. We thank you for your participation. You may now disconnect.