Datadog, Inc.

The proposal asks the board to amend the company’s charter and bylaws so that any provision that currently requires a greater-than-simple-majority vote (explicitly or by state-law default) would instead require only a majority of votes cast for and against. It would also require a statement in the governing documents that the company will not have supermajority voting standards. The proponent argues supermajority requirements entrench management and can block proposals supported by most shareholders, citing academic research and past proxy votes at other companies as supporting evidence. If adopted, the change would narrow the voting thresholds needed to amend certain governance provisions.