Dynatrace Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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): August 20, 2025
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(781 ) 530-1000
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(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):
Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 20, 2025, 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 8, 2025 (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 III director of the Company's Board of Directors for a three-year term that expires at the Company’s annual meeting of stockholders in 2028 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 Against | Abstentions | Broker Non-Votes | ||||||||||
Lisa Campbell | 256,291,190 | 4,555,260 | 300,306 | 14,696,050 | ||||||||||
| Amol Kulkarni | 164,006,368 | 96,445,826 | 694,562 | 14,696,050 | ||||||||||
| Steve Rowland | 243,758,632 | 17,084,191 | 303,933 | 14,696,050 | ||||||||||
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, 2026. The results of such vote were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 257,212,659 | 18,284,584 | 345,563 | 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 | ||||||||
| 238,403,774 | 21,888,276 | 854,706 | 14,696,050 | ||||||||
No other matters were brought before the Annual Meeting and no other votes were held.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 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: August 21, 2025 | DYNATRACE, INC. | ||||||||||
| By: | /s/ Nicole Fitzpatrick | ||||||||||
| Name: Nicole Fitzpatrick | |||||||||||
| Title: Executive Vice President, Chief Legal Officer & Secretary | |||||||||||