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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, 2021
Elastic N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction
of incorporation)

001-38675
(Commission File Number)


Not Applicable
(I.R.S. Employer
Identification Number)
 800 West El Camino Real, Suite 350
Mountain View, California 94040
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (650) 458-2620
 
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:
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 of which registered
Ordinary Shares, €0.01 Par Value ESTC The 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.  



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On October 1, 2021, 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.

As of the close of business on September 3, 2021, the record date for the Annual Meeting (the “Record Date”), there were 92,048,395 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 Elastic shares were present or represented at the Annual Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

(b) The certified results of the matters voted on at the Annual Meeting are set forth below.

Proposal No. 1 – Election of Shay Banon as an executive director and Shelley Leibowitz as a non-executive director, each for a term of three (3) years, ending at the close of the 2024 annual general meeting of shareholders:

Nominee For Against Abstain Broker Non-Votes
Shay Banon
60,402,514
9,809,801
5,389
6,996,179
Shelley Leibowitz
69,983,164
 
184,514
50,026
6,996,179

Shay Banon and Shelley Leibowitz were appointed by the general meeting in accordance with the Articles of Association.

Proposal No. 2 – Adoption of the Company’s Dutch statutory annual accounts for the fiscal year ended April 30, 2021 (“Fiscal Year 2021”), which are prepared in accordance with International Financial Reporting Standards:

For Against Abstain Broker Non-Votes
77,082,455
25,520
105,908

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 3 – Grant of full discharge of the Company’s executive director from his liability with respect to the performance of his duties as an executive director of the Company during Fiscal Year 2021:

For Against Abstain Broker Non-Votes
69,997,733
106,759
113,212
6,996,179

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 4 – Grant of full discharge of 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 2021:

For Against Abstain Broker Non-Votes
69,995,655
102,893
119,156
6,996,179

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 5 – Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2022:

For Against Abstain Broker Non-Votes
77,171,622
21,635
20,626

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.




Proposal No. 6 – Authorization of the Company’s board of directors to repurchase shares in the capital of the Company:

For Against Abstain Broker Non-Votes
76,966,059
44,793
203,031

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 7 – Non-binding advisory vote on the compensation of the Company's named executive officers:

For Against Abstain Broker Non-Votes
59,416,282
10,713,225
88,197
6,996,179
The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.

Item 8.01. Other Events.

On October 1, 2021 the Company issued a press release announcing the election of Shelley Leibowitz at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
 
Exhibit   Description
99.1  
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)





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, 2021
 
ELASTIC N.V.
 
By: /s/ Janesh Moorjani
Name: Janesh Moorjani
Title: Chief Financial Officer


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