Elastic N.V. Files DEF 14A for Executive Compensation

Ticker: ESTC · Form: DEF 14A · Filed: Aug 27, 2024 · CIK: 1707753

Elastic N.V. DEF 14A Filing Summary
FieldDetail
CompanyElastic N.V. (ESTC)
Form TypeDEF 14A
Filed DateAug 27, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, board-of-directors

TL;DR

Elastic's DEF 14A is out, detailing exec pay for FY24. Kulkarni & Banon are key figures.

AI Summary

Elastic N.V. filed its DEF 14A on August 27, 2024, detailing executive compensation and board member information for the fiscal year ending April 30, 2024. Key individuals like Ashutosh Kulkarni and Shay Banon are listed as members, with compensation details likely to be elaborated within the full filing. The filing covers the period from May 1, 2023, to April 30, 2024, and also references prior fiscal years for comparative data.

Why It Matters

This filing provides transparency into how Elastic N.V. compensates its top executives and board members, which can influence investor decisions and employee morale.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that primarily discloses executive compensation and board information, not typically indicative of immediate operational or financial risk.

Key Players & Entities

  • Elastic N.V. (company) — Filer of the DEF 14A
  • Ashutosh Kulkarni (person) — Board Member
  • Shay Banon (person) — Board Member
  • 20240827 (date) — Filing Date
  • 20241001 (date) — Conformed Period of Report
  • 2024-04-30 (date) — Fiscal Year End

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit proxies from shareholders for an annual meeting and provides detailed information on executive compensation, board of directors, and corporate governance matters.

Who are the key individuals mentioned in relation to board membership or compensation in this filing?

Ashutosh Kulkarni and Shay Banon are mentioned as members, with their compensation and stock/option awards for various fiscal years detailed.

For which fiscal year does this DEF 14A primarily provide information?

The filing primarily provides information for the fiscal year ending April 30, 2024, with data also presented for prior fiscal years such as 2023, 2022, and 2021.

What is Elastic N.V.'s fiscal year end date?

Elastic N.V.'s fiscal year ends on April 30th.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on August 27, 2024.

Filing Stats: 4,581 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2024-08-27 17:21:09

Filing Documents

Opening and announcements

Item 1 Opening and announcements Item 2 Overview of the Company's business, financial situation and sustainability, and discussion of the Company's compliance with the revised 2022 Dutch Corporate Governance Code Item 3 Appointment of Shay Banon as an executive director and Chetan Puttagunta and Shelley Leibowitz as non-executive directors ( voting proposal no. 1 )

Financial statements and results

Item 4 Financial statements and results a. Discussion of the Company's financial statements for the fiscal year that commenced on May 1, 2023 and ended on April 30, 2024 ("fiscal year 2024"), including the Dutch statutory board report and annual accounts b. Proposal to adopt the Dutch statutory annual accounts of the Company for fiscal year 2024 ( voting proposal no. 2 ) Item 5 Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the Company's external auditor of the Company's Dutch statutory annual accounts for the fiscal year ending April 30, 2025 ("fiscal year 2025") ( 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 2025 ( 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 2024 from liability for their duties performed as executive directors of the Company during fiscal year 2024 ( 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 2024 from liability for their duties performed as non-executive directors of the Company during fiscal year 2024 ( 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 )

Any other business that may properly come before the meeting

Item 13 Any other business that may properly come before the meeting

Closing of the meeting

Item 14 Closing of the meeting Table of Contents Each person authorized to attend the Annual Meeting may inspect the agenda of the Annual Meeting and the financial statements, including the Dutch statutory annual report, at the Company's office 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. The record date for the Annual Meeting (the "Record Date") is at 5:00 PM, Eastern Daylight Time ("EDT") (11:00 PM, Central European Summer Time), on September 3, 2024. 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") 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 shares you hold to the Company's e-mail address ir@elastic.co by 8:00 PM, EDT, on September 26, 2024. Please read this proxy statement carefully to ensure that you have proper evidence of share ownership as of September 3, 2024, as we will not be able to accommodate guests without such evidence at the Annual Meeting. We provide our materials pursuant to the full set delivery option in connection with the Annual Meeting. Under the full set delivery option, a company delivers all proxy materials to its shareholders. The approximate date on which the proxy statement and proxy card are intended to be first sent or given to the Company's shareholders is September 6, 2024. 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 re

Executive Compensation

Executive Compensation 42 Compensation Discussion and Analysis 42

Executive Compensation Tables

Executive Compensation Tables 60 Report of the Compensation Committee 68 CEO Pay Ratio 69 Pay Versus Performance 70 Certain Relationships and T ransactions with Related Persons 75 Table of Contents | Elastic 2024 Proxy Statement Table of Contents Equity Compensation Plan Information 77

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 78 Questions and Answers About the Annual Meeting 80 Future Shareholder P roposals 86 Future shareholder proposals for inclusion in Elastic's proxy materials under SEC rules 86 Future shareholder proposals to be brought at the annual general meeting under Dutch law 86 Annual Report 87 Where You Can Find More Information 87 Other Matters 88 Appendix A - Reconciliation of Non-GAAP Financial Measures A- 1 Table of Contents | Elastic 2024 Proxy Statement Table of Contents Proxy Statement Voting Proposals Summary This proxy statement voting summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting. Items of Business The following table summarizes the proposals to be voted upon at the annual general meeting of shareholders of Elastic N.V. (the "Company," "Elastic," "we," "us" or "our") to be held on October 1, 2024 (the "Annual Meeting") and the Board's voting recommendations with respect to each proposal. Voting Proposals Board Recommendation Page Reference 1 Board appointments FOR each nominee 26 2 Adoption of Company's Dutch statutory annual accounts (the "Dutch Statutory Annual Accounts") for the fiscal year ended April 30, 2024 ("fiscal year 2024") FOR 27 3 Appointment of PricewaterhouseCoopers Accountants N.V. as external auditor of the Company's Dutch Statutory Annual Accounts for the fiscal year ended April 30, 2025 ("fiscal year 2025") FOR 28 4 Ratification of selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025 FOR 29 5 Grant of full discharge to executive directors FOR 32 6 Grant of full discharge to non-executive directors FOR 33 7 Authorization of board of directors to issue ordinary shares and grant rights to acquire o

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