Dynatrace Files 8-K: Bylaws Amended, Shareholder Vote

TL;DR

Dynatrace filed an 8-K for bylaw changes and shareholder votes.

AI Summary

On August 23, 2024, Dynatrace, Inc. filed an 8-K report detailing several key events. The company announced amendments to its bylaws, submitted matters to a vote of security holders, and filed financial statements and exhibits. The filing also confirmed Dynatrace's principal executive offices are located at 1601 Trapelo Road, Suite 116, Waltham, Massachusetts.

Why It Matters

This filing indicates corporate governance updates and potential shareholder decisions, which are crucial for understanding the company's operational and strategic direction.

Risk Assessment

Risk Level: low — The filing is procedural and reports on corporate governance matters rather than significant financial or operational changes.

Key Players & Entities

• Dynatrace, Inc. (company) — Registrant
• August 23, 2024 (date) — Date of earliest event reported
• 1601 Trapelo Road, Suite 116, Waltham, Massachusetts 02451 (location) — Principal executive offices
• 001-39010 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share DT New York Stock Exchange

Filing Documents

• dt-20240823.htm (8-K) — 44KB
• exhibit31-certificateofame.htm (EX-3.1) — 10KB
• 0001773383-24-000166.txt ( ) — 228KB
• dt-20240823.xsd (EX-101.SCH) — 2KB
• dt-20240823_def.xml (EX-101.DEF) — 18KB
• dt-20240823_lab.xml (EX-101.LAB) — 30KB
• dt-20240823_pre.xml (EX-101.PRE) — 18KB
• dt-20240823_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year. As further described in Item 5.07 below, at the annual meeting of stockholders (the "Annual Meeting") of Dynatrace, Inc. (the "Company") held on August 23, 2024, upon the recommendation of the Board of Directors of the Company (the "Board"), the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to limit the liability of certain officers of the Company in certain circumstances as permitted pursuant to amendments to Delaware law. On August 23, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 23, 2024, the Company held the Annual Meeting to consider and vote on the four 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 9, 2024 (the "Proxy Statement"). The final voting results are set forth below. Proposal 1 – Election of Directors The stockholders elected each of the two persons named below to serve as a Class II director of the Board for a three-year term that expires at the Company's annual meeting of stockholders in 2027 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 Withheld Broker Non-Votes Jill Ward 172,403,500 79,398,863 16,355,912 Kirsten O. Wolberg 182,664,743 69,137,620 16,355,912 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, 2025. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 258,723,413 9,061,447 373,415 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 235,341,627 15,554,593 906,143 16,355,912 Proposal 4 - Approval of the Certificate of Amendment to limit the liability of certain officers of the Company in certain circumstances as permitted pursuant to amendments to the Delaware General Corporation Law The stockholders appr

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated August 23 , 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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 26, 2024 DYNATRACE, INC. By: /s/ Nicole Fitzpatrick Name: Nicole Fitzpatrick Title: Executive Vice President, Chief Legal Officer & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR