Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




Form of PSU Award Agreement


On June 17, 2022, the Board of Directors (the "Board") of GitLab Inc. (the
"Company"), upon the recommendation of the Compensation and Leadership
Development Committee (the "Committee") of the Board, approved a form of Global
Performance Stock Unit Award Agreement (the "Form of PSU Award Agreement") under
the Company's 2021 Equity Incentive Plan (the "2021 Plan") in connection with
the granting of performance-based stock units ("PSUs"), as further described
below.


The Form of PSU Award Agreement provides for the granting of PSUs which
generally become eligible to vest upon the achievement of one or more
performance criteria established at the time of grant and the satisfaction of
any time-based vesting requirement, as applicable. The number of PSUs, if any,
that will be earned pursuant to a PSU award will depend on the level of
performance achieved with respect to the performance goals during the
performance period.


The foregoing description is subject to, and qualified in its entirety by, the
2021 Plan, which was filed on September 17, 2021 with the Company's Registration
Statement on Form S-1 as Exhibit 10.3 and is incorporated herein by reference,
and the Form of PSU Award Agreement, which will be filed with the Company's
Quarterly Report on Form 10-Q for the six months ending July 31, 2022.

Equity Awards




The Committee, in consultation with its external compensation consultant,
regularly evaluates our executive compensation programs to ensure that they
support retention and a strong pay-for-performance culture, provide competitive
compensation opportunities, and align with our long-term business objectives. On
June 14, 2022, the Committee recommended to the Board that the Board approve
one-time equity awards consisting of PSUs and restricted stock units ("RSUs").
On June 17, 2022, the Board approved the one-time equity awards (the "Awards")
to key executives, including the individuals listed in the following table, in
order to: (1) support retention of key executives in a competitive market and
reinforce a pay for performance culture, (2) motivate such key executives who
are nearing the end of valuable pre-IPO grants to achieve ambitious long term
goals and (3) further align the rewards for such key executives with achieving
the long term goals of the Company. The Company's Chief Executive Officer is not
receiving any Awards referenced herein. Key executives who received the Awards
include the Company's Section 16 Officers and Named Executive Officers, as set
forth in the following table.


                Officer                             Target PSUs                         Target RSUs
Brian Robins, Chief Financial Officer   78,121

52,080

Michael McBride, Chief Revenue Officer  89,149

59,433

Eric Johnson, Chief Technology Officer  47,025

31,350

Robin J. Schulman, Chief Legal Officer, 37,069

24,712


Head of Corporate Affairs, and
Corporate Secretary



PSUs


The PSU Awards will vest if the Company achieves certain revenue-based
performance goals (the "Performance Goals") as of the fourth quarter of fiscal
year 2025 (the "Performance Period"). On or as soon as practicable following
certification of achievement, the earned PSUs will be converted into RSUs which
will vest in equal twenty-five percent increments over four quarters and will be
settled in shares of Class A Common Stock. The date of the first vesting will be
on or about the date on which the satisfaction of the Performance Goals has been
certified by the Committee following completion of the Performance Period.

We believe the time and performance-based conditions (as applicable) associated with the PSU Awards are extremely rigorous and appropriately align the incentives of these key executives with the interests of our stockholders.




In case of a change of control of the Company before the expiration of the
Performance Period, the PSUs will vest in equal 25% increments over four fiscal
quarters as of the date of the change of control to the extent the Performance
Goals have been achieved. The Committee will determine the achievement of the
Performance Goals by comparing the revenue realized at the end of the quarter
immediately preceding the public announcement of the change of control against
pre-set target quarterly revenues determined by the Committee at the date of
grant of the PSUs. Notwithstanding the foregoing, if a grantee's employment
terminates due to an involuntary termination without "cause" or a resignation
for "good reason" (each as defined in the grantee's offer letter addendum, if
applicable), in each case, within three months preceding or twelve months
following a change of control, then the then-outstanding earned PSUs will vest
in full. This acceleration will only be effective if the grantee returns an
effective release of general claims against the company within 60 days of such
qualifying termination.

In the event of death or disability of a grantee, the PSUs will vest if the Performance Goals measured as of the quarter immediately preceding the death or disability as described above in the case of a change of control, have been achieved and the earned PSUs will accelerate to the extent provided in the Company's Death and Disability Policy.




The PSU Awards are all otherwise subject to the terms and conditions of the 2021
Plan and the Form of PSU Award Agreement, a copy of which is attached as Exhibit
10.1 to this Form 8-K and incorporated herein by reference

RSUs




The RSUs will vest quarterly over four years, subject to the grantee's continued
employment through the applicable vesting date. Vesting in the event the
grantee's employment is terminated by the Company without cause or, if
applicable, by the grantee for good reason, will be determined in accordance
with such grantee's addendum to their offer letter, if applicable. Vesting of
the RSUs will accelerate in the event of death or disability in accordance with
the Company's Death and Disability Policy.


The RSUs were granted under the 2021 Plan using a restricted stock award
agreement substantially consistent with the form of restricted stock award
agreement previously filed by the Company with its Registration Statement on
Form S-1 on September 17, 2021 as Exhibit 10.3. The foregoing description is
subject to, and qualified in its entirety by, the 2021 Plan and the form of
restricted stock award agreement previously filed, the terms of which are
incorporated herein by reference.

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

On June 17, 2022, the Company held its 2022 Annual Meeting of Stockholders and the following proposals were adopted:




1.Election of two Class I directors, Matthew Jacobson and Sytse Sijbrandij, each
to serve a three-year term, which will expire at the 2025 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
      Matthew Jacobson             727,455,201                    -                       4,423,279                    16,246,701
      Sytse Sijbrandij             728,169,268                    -                       3,709,212                    16,246,701

2.Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2023:




  Shares For    Shares Against    Shares Abstaining
 748,007,532        17,290             100,359

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