dt-20260710

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

DYNATRACE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

July 10, 2026

Dear Dynatrace Stockholder:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Dynatrace, Inc. to be held online on Wednesday, August 26, 2026 at 1:00 p.m. Eastern Time. The meeting will be conducted virtually through a live webcast. You may attend the meeting at www.virtualshareholdermeeting.com/DT2026, where you will be able to vote electronically and submit questions.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.

Pursuant to the Securities and Exchange Commission ("SEC") rules that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting the proxy materials on the Internet and delivering a Notice of Internet Availability of Proxy Materials (the "Notice"). On or about July 10, 2026, we will begin mailing the Notice to our stockholders containing instructions on how to access online or request a printed copy of our Proxy Statement for the 2026 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet, by telephone, or virtually at the Annual Meeting or, if you requested printed copies of proxy materials, you also may vote by mailing a proxy card. Please review the instructions on the Notice or on the proxy card regarding your voting options.

Thank you for being a Dynatrace stockholder. We look forward to seeing you at our Annual Meeting.

Sincerely,

Rick McConnell

Chief Executive Officer

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the Annual Meeting, whether or not you plan to attend the Annual Meeting, please vote your shares as promptly as possible by following the instructions on your Notice or, if you requested printed copies of your proxy materials, by following the instructions on your proxy card. Your vote will help to ensure the presence of a quorum at the meeting and that your shares are represented at the Annual Meeting. If you hold your shares through a broker, your broker is not permitted to vote on your behalf for Proposal No. 1 (the election of directors), or Proposal No. 3 (the advisory vote to approve the compensation of our named executive officers), unless you provide specific instructions to the broker by completing and returning any voting instruction form that the broker provides (or following any instructions that allow you to vote your broker-held shares via telephone or the Internet). For your vote to be counted, you will need to communicate your vote before the date of the Annual Meeting. Voting your shares in advance will not prevent you from attending the Annual Meeting, revoking your earlier submitted proxy, or voting your stock virtually at the Annual Meeting.

Dynatrace, Inc.

280 Congress Street, 11th Floor

Boston, Massachusetts 02210

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that Dynatrace, Inc. will hold its 2026 Annual Meeting of Stockholders online on Wednesday, August 26, 2026 at 1:00 p.m. Eastern Time, for the following purposes:

•To elect four Class I directors: Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier resignation, death, or removal;

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027;

•To conduct a non-binding, advisory vote to approve the compensation of our named executive officers; and

•To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof).

Our Board of Directors recommends that you vote “FOR” the director nominees named in Proposal No. 1, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal No. 2, and “FOR” the approval of, on a non-binding, advisory basis, the compensation of our named executive officers as described in Proposal No. 3.

Stockholders of record at the close of business on July 6, 2026 (the "Record Date") or who hold a valid proxy for the Annual Meeting are entitled to notice of, and to attend, vote, and participate at the Annual Meeting, as set forth in this Proxy Statement. You may attend, vote, and participate at the Annual Meeting by visiting www.virtualshareholdermeeting.com/DT2026 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on the proxy card, or in the instructions included with the proxy materials dated on or about July 10, 2026. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 26, 2026. For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the “About the Annual Meeting” section of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card. If you are a street name stockholder or beneficial owner of our common stock, please refer to the voting instructions or other materials received from your broker, bank, or other nominee to vote your shares.

By Order of the Board of Directors,

Nicole Fitzpatrick

Executive Vice President, Chief Legal Officer and Secretary

Boston, Massachusetts

July 10, 2026

Important notice about the availability of proxy materials for the Annual Meeting. We encourage you to access and review all of the information contained in the proxy materials before voting. Our Proxy Statement, 2026 Annual Report to Stockholders, and other materials are available at https://ir.dynatrace.com/.

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

Page


PROXY STATEMENT			1
ABOUT THE ANNUAL MEETING			3
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS			7
CORPORATE GOVERNANCE			20
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS DYNATRACE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 202 7			31
REPORT OF THE AUDIT COMMITTEE			32
PROPOSAL NO. 3 – NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			33
EXECUTIVE OFFICERS			34
COMPENSATION DISCUSSION AND ANALYSIS			36
REPORT OF THE COMPENSATION COMMITTEE			50
EXECUTIVE COMPENSATION			51
EQUITY COMPENSATION PLAN INFORMATION			67
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			68
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			69
ADDITIONAL INFORMATION			72
APPENDIX A - RECONCILIATION OF NON-GAAP MEASURES			74

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s expectations related to industry trends and future financial and operational performance, and statements describing our strategy, outlook, plans, intentions, expectations, or goals, including corporate governance, sustainability, and compensation strategies. These forward-looking statements include, but are not limited to, plans, objectives, expectations, and intentions and other statements contained in this Proxy Statement that are not historical facts and statements identified by words such as "will," “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies, and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies, and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations, or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, our ability to maintain our revenue growth rates in future periods; overall demand for and market adoption of our solutions; our ability to compete; the evolution of technology affecting our offerings, platform, and markets, including our plans to continue evolving our technology capabilities, including, but not limited to, artificial intelligence (“AI”); our ability to innovate and develop solutions that meet customer needs, including with AI capabilities and functionalities; our plans to continue investing in research and development and driving innovation to meet customers’ needs and grow our customer base, including our ability to effectively develop our platform and offerings to incorporate AI; our use of new and evolving technologies, including AI, in our offerings and business; our ability to acquire new customers and retain and expand our relationships with existing customers; our ability to expand our sales and marketing capabilities; our ability to maintain successful relationships with partners; the ability of our platform and solutions to effectively interoperate with customers’ IT infrastructures; our ability to hire and retain necessary qualified employees to grow our business and expand our operations; our ability to successfully complete acquisitions and to integrate newly acquired businesses and offerings; security breaches, computer malware, computer hacking attacks, and other security incidents or compromises that could harm our business, reputation, and brands; our ability to protect our intellectual property ("IP"); the effect on our business of the macroeconomic environment, associated global economic conditions and geopolitical disruption; and other risks set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, subsequent Quarterly Reports on Form 10-Q and our other SEC filings. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

Non-GAAP Measures and Key Metrics

Our executives are in certain ways measured and rewarded based on the company's or their personal achievement of certain non-GAAP financial measures, including non-GAAP operating income, and certain operational metrics, such as annual recurring revenue. For additional information and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, please see Appendix A of this Proxy Statement.

Annual recurring revenue ("ARR") is defined as the daily revenue of all subscription agreements that are actively generating revenue as of the last day of the reporting period multiplied by 365. We exclude from our calculation of ARR any revenues derived from month-to-month agreements and/or product usage overage billings.

Constant currency amounts for ARR are presented to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign exchange rate fluctuations. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. dollars are converted into U.S. dollars using the average exchange rates from the comparative period rather than the actual exchange rates in effect during the respective periods. All growth comparisons relate to the corresponding period in the last fiscal year.

Free cash flow is defined as the net cash provided by or used in operating activities less capital expenditures, reflected as purchase of property and equipment and capitalized software additions in our financial statements.

Non-GAAP operating income ("NGOI") is defined as GAAP income from operations adjusted for the following items: share-based compensation; employer payroll taxes on employee stock transactions; amortization of intangibles; and transaction, restructuring and other non-recurring or unusual items that may arise from time to time. We also refer to this measure as Non-GAAP Income from Operations in some of our press releases and SEC filings.

Availability of Certain Documents

This Proxy Statement and our 2026 Annual Report to Stockholders are available for viewing, printing, and downloading at www.proxyvote.com.

Unless specifically stated in this Proxy Statement, information (such as our Sustainability Report) contained on, or that can be accessed through, our websites and any other websites listed in this Proxy Statement are not incorporated by reference into this Proxy Statement and should not be considered to be part of this Proxy Statement, and inclusions of our website addresses and other website addresses in this Proxy Statement are inactive textual references only.

A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210, Attention: Secretary or by e-mail to ir@dynatrace.com. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 are also available on the SEC’s website at www.sec.gov and on our website at https://ir.dynatrace.com/.

The Dynatrace logo and all Dynatrace product or service names and logos are trademarks or registered trademarks of Dynatrace LLC in the United States and other countries. The Dynatrace® platform is subject to patents owned by Dynatrace LLC issued and pending in the United States and other countries. Third party trademarks and trade names referenced in this Proxy Statement are the property of their respective owners.

ABOUT THE ANNUAL MEETING

General Information

This Proxy Statement contains information about the 2026 Annual Meeting of Stockholders of Dynatrace, Inc., which will be held online on August 26, 2026 at 1:00 p.m. Eastern Time.

If you are a stockholder of record as of the close of business on July 6, 2026, you may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2026, where you will be able to vote electronically and submit questions. We encourage participants to access the meeting prior to the start time. Online check-in will begin 15 minutes prior to the start of the Annual Meeting, at 12:45 p.m. Eastern Time, and participants should allow ample time for check-in procedures.

The Board of Directors of Dynatrace, Inc. (the "Board") is using this Proxy Statement to solicit proxies for use at the Annual Meeting.

In this Proxy Statement, the terms “Dynatrace,” the “company," “we,” “us,” and “our” refer to Dynatrace, Inc. The mailing address of our principal executive offices is Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210. Our fiscal year begins on April 1 and ends on March 31.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board with respect to each of the matters set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders. You may revoke your proxy at any time before it is exercised at the meeting by giving our Secretary written notice to that effect.

When are this Proxy Statement and the accompanying materials scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about July 10, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). Our proxy materials, including the Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement, and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker, bank, or other nominee), a voting instruction form, and the 2026 Annual Report for the fiscal year ended March 31, 2026 (the “2026 Annual Report”), will be mailed or made available to stockholders on the Internet on or about the same date.

Why did I receive the Notice instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice will be mailed to holders of record and beneficial owners of our common stock starting on or about July 10, 2026. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement, the proxy card, and our 2026 Annual Report, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice also provides voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that while our proxy materials are available at the website referenced in the Notice, and our Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement, and our 2026 Annual Report are available on our website, www.dynatrace.com, no other information contained on either website is incorporated by reference in or considered to be a part of this Proxy Statement.

Who is soliciting my vote?

Our Board is soliciting your vote for the Annual Meeting.

When is the Record Date for the Annual Meeting?

The Record Date for determination of stockholders entitled to vote at the Annual Meeting was the close of business on July 6, 2026.

How many votes can be cast by all stockholders?

There were 290,228,871 shares of our common stock, par value $0.001 per share, outstanding on July 6, 2026, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. No shares of preferred stock were outstanding as of July 6, 2026.

How do I attend the Annual Meeting virtually?

This year’s Annual Meeting will be held virtually. To attend and participate in the Annual Meeting, stockholders will need to access the live webcast of the meeting. You are entitled to attend and participate if you were a stockholder as of the close of business on July 6, 2026 or hold a valid proxy for the meeting. Individuals who log in as a guest may attend the Annual Meeting, but are not entitled to vote or submit questions. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider.

Stockholders of Record. Stockholders of record will need to visit www.virtualshareholdermeeting.com/DT2026 and enter the 16-digit control number provided in the Notice, on the proxy card, or in the instructions included with the printed proxy materials.

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name” (i.e., a “street name stockholder”) and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. If you are a street name stockholder and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, you may attend and participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/DT2026 and entering the 16-digit control number indicated on your voting instruction form or Notice. Otherwise, street name stockholders who hold their shares in street name should contact their broker, bank or other nominee (well in advance of the Annual Meeting) to obtain a legal proxy in order to be able to attend and participate in the Annual Meeting.

If you are a stockholder and wish to submit a question during the Annual Meeting, you may log into, and submit a question on, the virtual meeting platform by following the instructions included there. During the formal portion of the meeting, all questions presented should relate directly to the proposal under discussion. Questions from multiple stockholders on the same topic or that are otherwise related to a particular topic may be grouped, summarized, and answered together. If questions submitted are irrelevant to the business of the Annual Meeting or are out of order or not otherwise suitable for the conduct of the Annual Meeting, as determined by the Chair of the Board or Secretary in their reasonable judgment, we may choose to not address them. If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Annual Meeting.

Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct, which will address the ability of stockholders to ask questions during the meeting and rules for how questions will be recognized and addressed. The Annual Meeting’s Rules of Conduct will be available on www.virtualshareholdermeeting.com/DT2026 prior to the Annual Meeting. We do not have procedures in place for posting appropriate questions received during the meeting on our website.

What if I have technical issues during the Annual Meeting?

Participants should give themselves plenty of time to log in and ensure they have a strong Internet connection, and they can hear streaming audio prior to the start of the meeting.

Approximately 15 minutes prior to the start of and through the conclusion of the Annual Meeting, a support team will be ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website.

Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/DT2026.

How do I vote?

Stockholders of Record. If shares of our common stock are registered directly in your name with Computershare, our transfer agent, you are considered the “stockholder of record” with respect to those shares. As the stockholder of record, you may vote by any of the methods listed below:

•Virtually In Person - You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/DT2026 and you may vote during the meeting. Access to the webcast will begin at 12:45 p.m. Eastern Time on August 26, 2026, and you should allow ample time for check-in procedures. In order to be able to attend the Annual Meeting, you will need the 16-digit control number provided in the Notice, on the proxy card, or in the instructions included with the proxy materials dated on or about July 10, 2026.

•By Internet or by Phone Before the Annual Meeting - You may vote by proxy by completing an electronic proxy card over the Internet, or by telephone by following the instructions provided in the Notice or proxy card until 11:59 p.m. Eastern Time on August 25, 2026.

•By Mail - If you requested printed copies of the proxy materials, you may vote by proxy by mailing your proxy card as described in the proxy materials. In order to be counted, proxies submitted by mail must be received before the start of the Annual Meeting.

Street Name Stockholders. As stated above, if shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name” (i.e., a “street name stockholder”) and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Please follow the instructions from your broker, bank, or other nominee to vote. Street name stockholders may not vote virtually in person at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks, or other nominees giving them the right to vote virtually in person at the Annual Meeting. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use.

What is the effect of giving a proxy?

If you are a stockholder of record and complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by our Board on all matters presented in this Proxy Statement. In the event we receive proxies for disqualified or withdrawn director nominees, such votes for disqualified or withdrawn nominees in the proxies will be treated as abstentions.

If any other matters are properly presented for consideration at the Annual Meeting or any postponements or adjournments thereof, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting. If the Annual Meeting is adjourned, continued, or postponed, the proxy holders can vote your shares on the new Annual Meeting date as well, unless you revoke your proxy instructions as described above.

You may also authorize another person or persons to act for you as a proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

How do I revoke my proxy?

If you are a stockholder of record, you may revoke your proxy by (1) following the instructions on the Notice and entering a new proxy vote by mail that we receive before the start of the Annual Meeting or over the Internet or by phone by the cutoff time of 11:59 p.m. Eastern Time on August 25, 2026; (2) attending and voting virtually at the Annual Meeting (although attendance at the Annual Meeting will not in and of itself revoke a proxy); or (3) filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Secretary. Any written notice of revocation or subsequent proxy card must be received by our Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Secretary or sent to our principal executive offices at Dynatrace, Inc., 280 Congress Street, 11th Floor, Boston, Massachusetts 02210, Attention: Secretary.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

How is a quorum reached?

A majority of the shares entitled to vote, present in person or by remote communication, or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. As of the Record Date, there were 290,228,871 shares of our common stock outstanding. Therefore, a quorum will be present if 145,114,436 shares of our common stock are present, virtually in person or by proxy, representing a majority of all issued and outstanding shares of common stock entitled to vote as of the Record Date.

Shares that are voted “ABSTAIN” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

What vote is required to adopt the proposals?

Proposal

Vote Required

Impact of Abstentions

Impact of Broker Non-Votes

Unmarked Proxy Cards

1 - Election of four Class I directors to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier resignation, death, or removal

Majority of the votes properly cast "FOR" and "AGAINST" each nominee

No effect

Voted "FOR" each director nominee

2 - Ratification of the appointment of Ernst & Young LLP as the company's independent registered accounting firm for fiscal 2027

Majority of the votes properly cast "FOR" and "AGAINST"

No effect

No effect; not anticipated as brokers have discretionary voting authority for this proposal

Voted "FOR"

3 - Non-binding, advisory vote to approve the compensation of our named executive officers (1)

Majority of the votes properly cast "FOR" and "AGAINST"

No effect

Voted "FOR"

(1) As Proposal No. 3 is an advisory vote, the result will not be binding on us, our Board or our Compensation Committee of the Board (the "Compensation Committee"). However, the Board values input from stockholders, and the Compensation Committee will consider the outcome of the vote when making future decisions regarding the compensation of our named executive officers.

What are broker "non-votes"?

Your broker or nominee may have the discretion to vote those shares with respect to certain matters if they have not received instructions from you. Under the rules of the New York Stock Exchange (“NYSE”), brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. Proposal No. 2 is considered to be a “routine” matter under NYSE rules and thus if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal No. 2.

A broker non-vote occurs when a broker, bank, or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank, or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals No. 1 and 3 are considered to be “non-routine” under NYSE rules such that your broker, bank, or other agent may not vote your shares on those proposals in the absence of your voting instructions.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice and our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, e-mails, or otherwise. We have hired Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies. We have also retained Innisfree M&A Incorporated to provide consulting, analytic, and proxy solicitation services in connection with the Annual Meeting for a fee of $20,000 plus reasonably incurred out of pocket fees and expenses.

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

PROPOSAL NO. 1

ELECTION OF CLASS I DIRECTORS

Our Board currently consists of ten members, nine of whom are non-employee, independent directors. In accordance with the terms of our certificate of incorporation and bylaws, our Board is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. Directors are expected to be elected to hold office for such three-year term or until their successors are duly elected and qualified, or until their earlier resignation, death, or removal. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

The members of our Class I, Class II, and Class III directors are the following individuals:


Name	Class	Expiration of Term
Rick McConnell	I	2026
Michael Caponeü	I	2026
Stephen Lifshatzü	I	2026
George Riedelü	I	2026
Dan Streetmanü	II	2027
Jill Wardü	II	2027
Kirsten Wolbergü	II	2027
Lisa Campbellü	III	2028
Amol Kulkarniü	III	2028
Steve Rowlandü	III	2028

ü = independent


What are you voting on? At the Annual Meeting, you’re being asked to re-elect our four Class I directors - Rick McConnell, Michael Capone, Stephen Lifshatz and George Riedel - for a term to expire at the annual meeting of stockholders to be held in 2029.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH DIRECTOR NOMINEE

Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel have each indicated a willingness to continue to serve as directors, if elected. If any of the nominees become unable or unwilling to serve, however, your proxy may be voted for a substitute nominee selected by our Board.

Majority voting standard

As the Annual Meeting will include an uncontested director election, a majority voting standard will apply and each director nominee must receive more "FOR" votes than "AGAINST" votes to be elected to the Board. Votes to "ABSTAIN" and broker "non-votes" will have no effect on the election of the director nominees.

In accordance with the provision of our bylaws, if an incumbent director nominee fails to receive a majority of the votes properly cast for such director’s election in an uncontested director election, 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 our company will publicly disclose the Board's decision within 90 days from the date of the certification of the stockholder vote.

A plurality voting standard will apply to any contested director elections in the future. An election will be considered contested if, as of the last date on which nominees may be submitted in accordance with our bylaws, the nominees for election to the Board exceeds the number of positions on the Board to be filled by election at that meeting.

Nominees for Election as Class I Directors

The following are our four directors who are nominated for election at the Annual Meeting and sets forth their principal occupation and business experience during the last five years and their ages as of July 6, 2026.


RICK MCCONNELL
Age: 60 Director Since: 2021 Not Independent Committees: None			Rick McConnell brings more than 30 years of experience in the technology industry with expertise in building broad-based product portfolios and establishing commercialization strategies. He brings deep operational and strategic insights that support the Board’s oversight of Dynatrace’s growth, margin expansion, capital allocation, and disciplined execution in service of long-term value creation. Career Highlights •As Chief Executive Officer of Dynatrace (since December 2021), Rick has more than doubled the company’s revenue and has led the evolution of Dynatrace into an end-to-end, AI-powered observability platform that brings together differentiated data, context, and intelligence layers. Under Rick's leadership, Dynatrace has delivered durable, profitable growth, surpassing $2 billion in ARR while achieving solid operating margins. •Prior to Dynatrace, Rick spent over a decade at Akamai Technologies (Nasdaq: AKAM), a cloud, security, and content delivery company, where he held several President and General Manager roles, including of the Security Technology Group (2021), the Web Division (2016-2021), and Products and Development (2011-2016). •Prior to Akamai, he served as Vice President and General Manager of Sales (2004-2011) at Cisco Systems (Nasdaq: CSCO), a global technology company, where he helped build the company’s multibillion-dollar Communications and Collaboration business. Rick joined Cisco when the company acquired Latitude Communications, where he was Chief Executive Officer (1998-2004). •Rick holds an M.B.A. and a B.A. in Quantitative Economics from Stanford University. Our Board believes that based on Rick’s knowledge of our company and our business, and his service as our Chief Executive Officer, Rick is qualified to serve on our Board.


MICHAEL CAPONE
Age: 59 Director Since: 2019 Independent Committees: •Compensation (Chair) •Cybersecurity			Michael Capone brings to the Board experience driving transformational growth and technology strategy on a global scale. He offers deep expertise in product innovation and strong perspectives on the rapidly evolving data and AI landscape, supporting the Board’s oversight of Dynatrace’s long-term value creation strategy. He also brings extensive background in M&A, providing valuable insights into evaluating strategic transactions, identifying investment opportunities, and supporting disciplined capital allocation. Career Highlights •As Chief Executive Officer (January 2018-May 2026) of Qlik, a data integration, analytics, and AI provider, Mike led the company through a period of significant expansion, completing 14 strategic acquisitions and leveraging disciplined investment in research and development to build a comprehensive, end-to-end data analytics and integration platform aligned with evolving customer needs. Under Mike's leadership, Qlik scaled its global footprint, which serves more than 40,000 customers worldwide, and expanded its platform capabilities across the full spectrum of data integration, analytics, and AI. •Prior to Qlik, he served as Chief Operating Officer (October 2014-December 2017) of Medidata Solutions (formerly Nasdaq: MDSO), where he helped scale the company’s cloud-based offerings and strengthen its operational foundation prior to its $5.8 billion acquisition by Dassault Systemes following Mike's tenure. •Earlier in his career, Mike held senior leadership roles at ADP (Nasdaq: ADP), a human capital management solutions provider, where he led large-scale operations and enterprise technology initiatives. His roles included Corporate Vice President of Product Development and Chief Information Officer (2008-2014), as well as Senior Vice President and General Manager of ADP’s Global Human Resources and Payroll Outsourcing Business (2005-2008). •He holds an M.B.A. from Pace University and a B.S. in Computer Science from Dickinson College. Our Board believes that Mike’s board and business experience and his overall knowledge of our industry qualify him to serve on our Board.


STEPHEN LIFSHATZ
Age: 67 Director Since: 2019 Independent Committees: •Audit (Chair) •Compensation			Stephen Lifshatz has nearly four decades of C-Suite experience at technology software and Software-as-a-Service ("SaaS") companies with deep proficiency in operational effectiveness, M&A, public offerings, and investor relations. Throughout his career, he has played a central role in identifying, assessing, and mitigating enterprise risks through the implementation of robust risk management frameworks that support strategic objectives and promote transparency and accountability for investors. Career Highlights •Steve currently serves as Chief Financial Officer of CDK Global (since February 2023), a technology provider for the automotive retail industry, where he oversees financial strategy, capital allocation, and operational discipline. During Steve’s tenure, the company has maintained strong financial performance and has disclosed that more than $540 billion in automotive commerce is managed by the company's dealer partners annually. •As Chief Financial Officer (May 2018-September 2021) at Lytx, a video telematics company, he helped grow and scale the business through two successful recapitalizations. •As Chief Financial Officer (December 2010-December 2016) of Fleetmatics Group (formerly NYSE: FLTX), a SaaS provider for fleet management, he led financial strategy and processes and enterprise systems that supported the company’s 2012 initial public offering and subsequent growth, which successfully positioned the business for its $2.4 billion acquisition by Verizon. •Steve also served as Chief Financial Officer at Authoria, Lionbridge Technologies (formerly Nasdaq: LIOX), The Dodge Group, and Marcam Corporation (formerly Nasdaq: MRCM), and advised private equity firms on the growth and expansion of their portfolio companies. •He holds a B.S. in Accounting and Marketing from Skidmore College. Our Board believes that Steve’s board and business experience and his overall knowledge of our industry qualify him to serve on our Board.