UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

______________________________

GITLAB INC.

(Exact name of Registrant as Specified in Its Charter)

____________________________________

Delaware

001-40895

47-1861035

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Address Not Applicable1

Zip Code Not Applicable1

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: Not Applicable

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0000025 per share

GTLB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: reach.gitlab@gitlab.com.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2025, GitLab Inc. (the "Company") held its 2025 Annual Meeting of Stockholders and the following proposals were adopted:

1.Election of three Class I directors, Sytse Sijbrandij, Matthew Jacobson, and David Henshall, each to serve a three-year term, which will expire at the 2028 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:


Nominees	Shares For	Shares Against	Shares Abstaining	Broker Non-Votes

Sytse Sijbrandij	293,607,391	—	1,841,804	20,971,091
Matthew Jacobson	255,104,112	—	40,345,083	20,971,091
David Henshall	294,864,848	—	584,347	20,971,091

2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026:


Shares For	Shares Against	Shares Abstaining

312,072,483	3,585,983	761,820

3.Approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers.


Shares For	Shares Against	Shares Abstaining	Broker Non-Votes

246,701,288	48,111,922	635,985	20,971,091

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GitLab Inc.

Dated: June 23, 2025

By:

/s/ Brian Robins

Brian Robins

Chief Financial Officer

Gitlab Inc. 8-K