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): August 23, 2023
DYNATRACE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| | | | |
| Delaware | | 001-39010 | | 47-2386428 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | |
| 1601 Trapelo Road, Suite 116 | | |
| Waltham, | Massachusetts | | 02451 |
| (Address of principal executive offices) | | (Zip Code) |
(781) 530-1000
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 Instruction 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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | DT | New York Stock Exchange |
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 23, 2023, Dynatrace, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 12, 2023 (the "Proxy Statement"). The final voting results are set forth below.
Proposal 1 – Election of Directors
The stockholders elected each of the three persons named below to serve as a Class I director of the Company’s Board of Directors for a three-year term that expires at the Company’s annual meeting of stockholders in 2026 and until their successor has been duly elected and qualified, subject to their earlier resignation or removal. The results of such vote were as follows:
| | | | | | | | | | | |
| Director Name | Votes For | Votes Withheld | Broker Non-Votes |
| Rick McConnell | 214,674,179 | 47,706,927 | 11,524,244 |
| Michael Capone | 202,658,497 | 59,722,609 | 11,524,244 |
| Stephen Lifshatz | 202,401,003 | 59,980,103 | 11,524,244 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024. The results of such vote were as follows:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 267,045,393 | 6,032,037 | 827,920 | 0 |
Proposal 3 – Non-Binding Advisory Vote To Approve the Compensation of Named Executive Officers
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The results of such vote were as follows:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 248,109,432 | 13,376,462 | 895,212 | 11,524,244 |
No other matters were brought before the Annual Meeting and no other votes were held.
SIGNATURES
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.
| | | | | | | | | | | |
| Date: August 25, 2023 | DYNATRACE, INC. | |
| | | |
| By: | /s/ Nicole Fitzpatrick | |
| | Name: Nicole Fitzpatrick | |
| | Title: Senior Vice President, General Counsel & Secretary | |
| | | |
