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): March 28, 2024
DYNATRACE, INC.
(Exact name of Registrant as specified in its charter)
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| 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 28, 2024, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law, the Board of Directors (the “Board”) of Dynatrace, Inc. (the “Company”) adopted and approved the Company’s Third Amended and Restated Bylaws (the “Third A&R Bylaws”), effective immediately.
The Third A&R Bylaws update the advance notice provisions for the nomination of directors or the proposal of other business at stockholder meetings, including by, among other things: (i) eliminating the requirement for a nominee to disclose director and officer positions with competitors; (ii) adding a requirement to provide information related to eligibility to serve on independent committees of the Board and the nominee’s background, qualifications and independence; (iii) streamlining the disclosure requirements for nominating stockholders regarding the nature of their ownership of shares of the Company and associated voting rights; and (iv) making certain other clarifying and procedural changes.
The foregoing description of the updated provisions in the Third A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Bylaws, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No. | | Description |
| |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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.
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| Date: April 1, 2024 | DYNATRACE, INC. | |
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| By: | /s/ Nicole Fitzpatrick | |
| | Name: Nicole Fitzpatrick | |
| | Title: Executive Vice President, Chief Legal Officer & Secretary | |
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