estc-20260828

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 14a6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a12

ELASTIC N.V.

(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 the appropriate box):

☒

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

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS



Date and Time	Place	Record Date
Thursday, October 15, 2026 5:00 PM, Central European Summer Time	Keizersgracht 281, 1016 ED Amsterdam, the Netherlands	September 17, 2026

To the Shareholders of Elastic N.V.:

Notice is hereby given that an Annual General Meeting of Shareholders (the “Annual Meeting”) of Elastic N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company,” “Elastic,” “we,” “us,” or “our”), will be held on October 15, 2026, at 5:00 PM, Central European Summer Time (“CEST”), at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands. At the Annual Meeting, shareholders will consider the following items of business:


Item 1			Opening and announcements
Item 2			Overview of the Company’s business, financial situation and sustainability
Item 3			Appointment of Paul Auvil, Alison Gleeson, and Julia Liuson as non-executive directors (voting proposal no. 1)
Item 4			Financial statements and results a.Discussion of the Company’s financial statements for the fiscal year that commenced on May 1, 2025 and ended on April 30, 2026 (“fiscal year 2026”), including the Dutch statutory board report and Dutch statutory annual accounts b.Proposal to adopt the Dutch statutory annual accounts of the Company for fiscal year 2026 (voting proposal no. 2)
Item 5			Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor of the Company’s Dutch statutory annual accounts for the fiscal year ending April 30, 2027 (“fiscal year 2027”) (voting proposal no. 3)
Item 6			Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027 (voting proposal no. 4)
Item 7			Proposal to grant full discharge to the executive directors of the Company who were in office during fiscal year 2026 from liability for their duties performed as executive directors of the Company during fiscal year 2026 (voting proposal no. 5)
Item 8			Proposal to grant full discharge to the non-executive directors of the Company who were in office during fiscal year 2026 from liability for their duties performed as non-executive directors of the Company during fiscal year 2026 (voting proposal no. 6)
Item 9			Authorization of the board of directors to issue ordinary shares and grant rights to acquire ordinary shares (voting proposal no. 7)
Item 10			Authorization of the board of directors to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights (voting proposal no. 8)
Item 11			Authorization of the board of directors to repurchase ordinary shares in the capital of the Company (voting proposal no. 9)
Item 12			Proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in this proxy statement (voting proposal no. 10)
Item 13			Proposal to approve, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation of our named executive officers (voting proposal no. 11)
Item 14			Any other business that may properly come before the meeting
Item 15			Closing of the meeting

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Each person authorized to attend the Annual Meeting may inspect the agenda of the Annual Meeting and the financial statements, including the Dutch statutory board report, at the Company’s offices in the Netherlands at Keizersgracht 281, 1016 ED Amsterdam.

The board of directors unanimously recommends that you vote “FOR” each director nominee named in voting proposal no. 1 and “FOR” each of the remaining voting proposals as noted above.

In accordance with Dutch corporate law and our articles of association, the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting (the “Record Date”) is at 5:00 PM, Eastern Daylight Time (“EDT”) (11:00 PM, Central European Summer Time), on September 17, 2026. Only the holders of record of the Company’s shares at that date and time are entitled to receive this Notice of Annual General Meeting of Shareholders (the “Notice of Annual General Meeting”) and to vote at the Annual Meeting.

If you intend to attend the Annual Meeting in person, you must notify the Company by submitting your name and the number of registered ordinary shares you hold to the Company’s e-mail address ir@elastic.co by 8:00 PM, EDT, on October 12, 2026. Please read the accompanying proxy statement carefully to ensure that you have proper evidence of share ownership as of September 17, 2026, as we will not be able to accommodate guests without such evidence at the Annual Meeting.

We will begin mailing the proxy materials or the Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), as applicable, to the Company’s shareholders as soon as reasonably practicable after the Record Date and expect the mailing to be complete on or about September 22, 2026. If you receive a Notice of Internet Availability but would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability. This delivery can be by mail or, if a shareholder has previously agreed, by e-mail. In addition to delivering proxy materials to shareholders, the Company must also post all proxy materials on a publicly accessible website and provide information to shareholders about how to access that website. Accordingly, you should receive our proxy materials and our Annual Report on Form 10-K for fiscal year 2026 by mail or, if you previously agreed, by e-mail. We intend that this Notice of Annual General Meeting and accompanying materials will first be made available on our website on or about August 28, 2026. These materials include the proxy statement, the Notice of Annual General Meeting, and our Annual Report on Form 10-K for fiscal year 2026. These materials are available free of charge on our website at ir.elastic.co and at www.proxyvote.com.

Your vote is important regardless of the number of Elastic ordinary shares that you own. If you do not plan to attend the Annual Meeting and if you are a shareholder of record, please submit your proxy instructions via the Internet or, if you are a holder of shares in street name (a “beneficial owner”), please submit the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the Annual Meeting. You may submit your voting instruction form by mail. If you are a shareholder of record, you may provide your proxy instructions by telephone or by submitting a proxy card by mail. If you are a beneficial owner, you will receive instructions from your broker or other nominee explaining how to instruct the record holder to vote your shares. You should follow the instructions on the voting instruction form you receive from your broker or nominee. You do not need to affix postage to the enclosed reply envelope if you mail it within the United States. If you attend the Annual Meeting, you may withdraw your proxy and vote your shares personally at the Annual Meeting.

All proxies submitted to us will be tabulated by Broadridge Financial Solutions, Inc. All shares voted by shareholders of record present in person at the Annual Meeting will be tabulated by the secretary designated by the chairperson of the Annual Meeting.

We cordially extend an invitation to all shareholders to attend the Annual Meeting.

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If you have any questions concerning the proxy statement, would like additional copies of the proxy statement, or need help voting your Elastic ordinary shares, please contact our Investor Relations department at ir@elastic.co.

Thank you for your ongoing support of Elastic.

By the order of the Board of Directors of Elastic N.V.

Carolyn Herzog

Chief Legal Officer and Corporate Secretary

August 28, 2026


Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on October 15, 2026. The proxy statement, the Notice of Annual General Meeting, and our Annual Report on Form 10-K for fiscal year 2026 are available on www.proxyvote.com and on our website at https://ir.elastic.co/ under the Financials section.

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ELASTIC N.V.

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 15, 2026


Table of Contents
Proxy Statement Voting Proposals Summary						1
Board of Directors and Corporate Governance						2
Board of Directors						2
Board Skills and Experience Matrix						4
Director Biographies						5
Director Independence						10
Corporate Governance Guidelines and Code of Business Conduct and Ethics						11
Board Leadership Structure and Role of the Independent Chairperson and Lead Independent Director						11
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