Elastic N.V. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ESTC
Computer Software: Prepackaged Software
Technology
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): October 1, 2024
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
Not Applicable1
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: Not Applicable1
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange of which registered | ||||||
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. ☐
1 We are a distributed company. Accordingly, we do not have a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as amended, any shareholder communication required to be sent to our principal executive offices may be directed to the email address [email protected] or to Elastic N.V., 88 Kearny St., Floor 19, San Francisco, California 94108.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On October 1, 2024, Elastic N.V. (“Elastic” or the “Company”) held an annual general meeting of shareholders (the “Annual Meeting”) at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, The Netherlands. At the Annual Meeting, the Company’s shareholders voted on ten proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on August 27, 2024 (the “2024 proxy statement”).
(b) As of the close of business on September 3, 2024, the record date for the Annual Meeting (the “Record Date”), there were 102,750,786 ordinary shares of Elastic issued and outstanding and entitled to vote at the Annual Meeting, which excludes 35,937 ordinary shares held in treasury and not entitled to vote. As of the Record Date, there were no preferred shares of Elastic issued and outstanding. At least one-third of the issued and outstanding Elastic shares were present or represented at the Annual Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.
The certified final voting results with respect to the proposals voted on at the Annual Meeting are set forth below. Each proposal was adopted by the shareholders.
Proposal No. 1 – Appointment of Shay Banon as an executive director and Chetan Puttagunta and Shelley Leibowitz as non-executive directors for a term of three years, ending at the close of the 2027 annual general meeting of shareholders:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Shay Banon | 86,026,601 | 385,146 | 14,499 | 7,507,014 | ||||||||||||||||||||||
| Chetan Puttagunta | 64,047,128 | 22,353,769 | 25,349 | 7,507,014 | ||||||||||||||||||||||
| Shelley Leibowitz | 84,264,397 | 2,128,118 | 33,731 | 7,507,014 | ||||||||||||||||||||||
Less than a two-thirds majority of the votes cast were cast against such nominee, and therefore Messrs. Banon and Puttagunta and Ms. Leibowitz were appointed in accordance with the Company's Articles of Association.
Proposal No. 2 – Adoption of the Company’s Dutch statutory annual accounts for the fiscal year ended April 30, 2024 (“Fiscal Year 2024”), which are prepared in accordance with International Financial Reporting Standards:
| For | Against | Abstain | ||||||||||||
92,554,465 | 161,931 | 1,216,864 | ||||||||||||
There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.
Proposal No. 3 – Appointment of PricewaterhouseCoopers Accountants N.V. as the external auditor of the Company’s Dutch statutory annual accounts for the fiscal year ended April 30, 2025 (“Fiscal Year 2025”):
| For | Against | Abstain | ||||||||||||
93,525,395 | 190,018 | 217,847 | ||||||||||||
There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.
Proposal No. 4 – Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for Fiscal Year 2025:
| For | Against | Abstain | ||||||||||||
93,526,989 | 188,474 | 217,797 | ||||||||||||
There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.
Proposal No. 5 – Grant of full discharge to the Company’s executive directors from their liability with respect to the performance of their duties as executive directors of the Company during Fiscal Year 2024:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
84,804,021 | 587,188 | 1,035,037 | 7,507,014 | |||||||||||||||||
The proposal received the affirmative vote of a majority of the votes cast and therefore passed.
Proposal No. 6 – Grant of full discharge to the Company’s non-executive directors from their liability with respect to the performance of their duties as non-executive directors of the Company during Fiscal Year 2024:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
84,817,497 | 580,821 | 1,027,928 | 7,507,014 | |||||||||||||||||
The proposal received the affirmative vote of a majority of the votes cast and therefore passed.
Proposal No. 7 – Authorization of the Company's board of directors (the “Board”) to issue ordinary shares and grant rights to acquire ordinary shares:
| For | Against | Abstain | ||||||||||||
92,769,950 | 947,063 | 216,247 | ||||||||||||
There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.
Proposal No. 8 – Authorization of the Board to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights:
| For | Against | Abstain | ||||||||||||
93,000,438 | 588,555 | 344,267 | ||||||||||||
There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and, because more than half of the issued and outstanding ordinary shares of the Company were present or represented at the Annual Meeting, therefore passed.
Proposal No. 9 – Authorization of the Board to repurchase shares in the capital of the Company:
| For | Against | Abstain | ||||||||||||
93,211,445 | 325,264 | 396,551 | ||||||||||||
There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.
Proposal No. 10 – Non-binding advisory vote on the compensation of the Company's named executive officers as described in the 2024 proxy statement:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
72,606,499 | 13,757,061 | 62,686 | 7,507,014 | |||||||||||||||||
The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers by the affirmative vote of a majority of the votes cast.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2024
| ELASTIC N.V. | ||||||||
| By: | /s/ Janesh Moorjani | |||||||
| Name: | Janesh Moorjani | |||||||
| Title: | Chief Financial Officer and Chief Operating Officer | |||||||