FALSE0001568100January 31, 2025600 Townsend St.Suite 200San FranciscoCaliforniaNew York Stock Exchange00015681002025-01-312025-01-31

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): January 31, 2025
_________________________

PAGERDUTY, INC.
(Exact name of Registrant as Specified in Its Charter)
_________________________

Delaware001-3885627-2793871
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
   
600 Townsend St., Suite 200
San Francisco, California
 94103
(Address of Principal Executive Offices) (Zip Code)
(844) 800-3889
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instructions A.2. below):
¨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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.000005 par valuePD
New York Stock Exchange (NYSE)
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. ¨


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

On January 31, 2025, Shelley Webb, Chief Legal & People Officer of PagerDuty, Inc. (the “Company”), notified the Company of her decision to resign from the Company effective February 3, 2025. Kathy Chi, the Company’s Vice President and Deputy General Counsel, will serve as the interim General Counsel, effective February 3, 2025.

Ms. Webb will be entitled to receive her annual bonus under the Company’s Short-Term Incentive Program (the “Bonus Plan”), as further described in the section titled “Compensation Discussion and Analysis—Compensation Elements—Short-Term Incentive Awards” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “Commission”) on May 2, 2024 (File No. 001-38856), under the Company’s Cash Incentive Bonus Plan, the form of which is attached as Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 001-38856) filed with the Commission on March 17, 2022, based on actual achievement of performance goals and to the extent achieved will be paid at the same time bonuses are otherwise paid to other participants in the Bonus Plan.




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.

 PagerDuty, Inc.
  
Date: February 3, 2025
By:
/s/ Irving Gomez
 
Name:
Irving Gomez
 
Title:
Vice President, Deputy General Counsel & Secretary



v3.25.0.1
Cover
Jan. 31, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 31, 2025
Entity Registrant Name PAGERDUTY, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38856
Entity Tax Identification Number 27-2793871
Entity Address, Address Line One 600 Townsend St.
Entity Address, Address Line Two Suite 200
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94103
City Area Code 844
Local Phone Number 800-3889
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.000005 par value
Trading Symbol PD
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001568100
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