Item 3.02 Unregistered Sales of Equity Securities
In connection with the offering described in Item 8.01 below, GoDaddy Inc., (the “Company”) issued approximately 4,688,627 shares of Class A common stock to certain Selling Stockholders (as defined below) upon exchange of Desert Newco, LLC units (together with the same number of shares of the Company’s Class B common stock) pursuant to the exchange agreement between the holders of Desert Newco, LLC units and the Company.
The issuance of shares of Class A common stock in accordance with the terms and subject to the conditions set forth in the exchange agreement was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Principal Accounting Officer
On December 6, 2017, the Board of Directors (“Board”) of the Company appointed Rebecca Morrow to serve as the Chief Accounting Officer and principal accounting officer of the Company, effective January 1, 2018. Ray Winborne, our current principal accounting officer, will cease to serve in the capacity of principal accounting officer upon the effectiveness of Ms. Morrow’s appointment as principal accounting officer, but shall continue to serve the Company in the capacity of Chief Financial Officer.
Ms. Morrow, age 44, served as Vice President of Finance and Head of Technical Accounting and Reporting at the Company since March 2015. Prior to joining the Company, Ms. Morrow served in various roles at Deloitte & Touche LLP for 17 years, most recently serving as Senior Manager, Advisory Services from 2008 until August 2013 and Managing Director, Advisory Services from August 2013 until March 2015. Ms. Morrow holds a Masters of Accountancy from the University of Utah- David Eccles School of Business and a B.S. in Business, Accounting from the University of Idaho.
In connection with Ms. Morrow’s appointment as principal accounting officer, the Board approved (i) an increase in Ms. Morrow’s annual base salary to $300,000, effective as of October 19, 2017, and (ii) an opportunity to earn an annual cash incentive bonus, initially with a target of 40% of her base salary for 2017. The Board also approved (i) an award of time-based options with a value equal to $250,000, with a grant date of December 7, 2017 and a per share exercise price equal to $46.78, with time-based vesting with 25% of the options vesting on the first day of the month following the first anniversary of October 19, 2017 and 1/16
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of the shares subject to the option vest on each quarterly anniversary date thereafter, (ii) time-based restricted stock units with a value of $250,000 with 25% of the time-based restricted stock units vesting on the first day of the month following the first anniversary of November 1, 2017 and 1/16
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of the restricted stock units vesting on each quarterly anniversary date thereafter, and (iii) performance-based restricted stock units with a value of $250,000 with performance-based vesting in four annual tranches.
There are no family relationships between Ms. Morrow and any director or executive officer of the Company, and no transactions involving Ms. Morrow that would require disclosure under Item 404(a) of Regulation S-K.