PagerDuty, Inc. 8-KCurrent Reports (8-K / ad hoc)

Market for Equity / Stockholders

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Elena Gomez as Director On July 11, 2026, Elena Gomez informed PagerDuty, Inc. (the "Company") of her resignation from the Board of Directors (the “Board”) of the Company and from the audit committee of the Board (the "Audit Committee"), effective July 11, 2026. Ms. Gomez’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board expressed its appreciation for Ms. Gomez’s service to the Company and her invaluable contributions to the Board. Appointment of Alex Shootman as Director On July 14, 2026, the Board appointed Alex Shootman to the Board to fill the vacancy created by Ms. Gomez's departure, with an effective date of July 14, 2026. Mr. Shootman will serve as a Class I director, with a term expiring at the Company's 2029 Annual Meeting of Stockholders. He will serve until his successor is elected and qualified, or sooner in the event of his death, resignation, or removal. The Board has also appointed Mr. Shootman to the Audit Committee and the compensation committee of the Board (the "Compensation Committee"), effective July 14, 2026. There were no arrangements or understandings pursuant to which Mr. Shootman was appointed to the Board and there have been no related party transactions between the Company and Mr. Shootman that would be reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Shootman will be entitled to receive compensation beginning on July 14, 2026, in accordance with the Company’s Non-Employee Director Compensation Policy, a copy of which is attached as Exhibit 10.11 to the Company’s Registration Statement on form S-1/A (333-230323), which was filed with the Securities and Exchange Commission on March 21, 2019. Mr. Shootman will also enter into the Company’s standard form of indemnification agreement, the form of which is attached as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (333-230323), which was filed with the Securities and Exchange Commission on March 15, 2019.