Dynatrace Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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): July 5, 2025
(Exact name of Registrant as specified in its charter)
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(Address of principal executive offices) | (Zip Code) | ||||||||||
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 5, 2025, the Board of Directors (the "Board") of Dynatrace, Inc. (the "Company") unanimously adopted and approved the Company’s Fourth Amended and Restated Bylaws (the “Fourth A&R Bylaws”), effective immediately.
The Fourth A&R Bylaws added a new majority voting standard for uncontested director elections at any meeting of stockholders when a quorum is present. A nominee for director will be elected to the Board if the number of votes properly cast for such nominee's election exceed the number of votes properly cast against such nominee's election. A plurality voting standard will continue to apply to contested director elections. An election will be considered contested if, as of the last date on which nominees for director may be submitted in accordance with the Fourth A&R Bylaws, the nominees for election to the Board exceeds the number of positions on the Board to be filled by election at that meeting.
In accordance with the Fourth A&R Bylaws, if an incumbent director nominee is not re-elected, the director nominee will, promptly following the certification of the stockholder vote, tender his or her resignation to the Board. The Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee") will then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee's recommendation and the Company will publicly disclose the Board's decision within 90 days from the date of the certification of the stockholder vote.
The foregoing description of the updated provisions in the Fourth A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth 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
| 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.
Date: July 8, 2025 | DYNATRACE, INC. | ||||||||||
| By: | /s/ Nicole Fitzpatrick | ||||||||||
| Name: Nicole Fitzpatrick | |||||||||||
| Title: Executive Vice President, Chief Legal Officer & Secretary | |||||||||||