PagerDuty, Inc. 8-K

What Happened
PagerDuty, Inc. announced (via an 8-K filed Jan 20, 2026) that its Board appointed Scott Aronson as a Class II director, effective February 9, 2026. The Board increased its size from nine to ten members and expanded Class II from two to three members; Mr. Aronson’s term expires at the 2027 Annual Meeting. He was also named to the Board’s Audit Committee effective February 9, 2026.

Key Details

• Appointment announced by the Board on January 15, 2026; 8-K filed January 20, 2026.
• Effective date of appointment and Audit Committee membership: February 9, 2026.
• Board size increased from 9 to 10; Class II directors increased from 2 to 3.
• Mr. Aronson will be paid under the company’s Non-Employee Director Compensation Policy and will sign the company’s standard indemnification agreement.
• Company disclosed no arrangements or related-party transactions reportable under Item 404(a) with Mr. Aronson.
• Press release regarding the appointment was issued January 20, 2026 (Exhibit 99.1).

Why It Matters
This filing informs investors of a governance change: a new independent director and an Audit Committee addition can affect board oversight, especially around financial reporting and controls. The increase in board size and the specific term to the 2027 Annual Meeting are concrete changes to board composition. The disclosure that there are no related-party transactions and that compensation will follow the standard policy provides transparency about Mr. Aronson’s independence and the company’s governance practices.