8-KFiling Date: Oct 15, 2026

Elastic (ESTC) 8-K: Shareholder Vote (Oct 15, 2026)

Shareholder Vote

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ACC: 0001707753-26-000061

Event Type

Shareholder Vote
description

Event Description

Item 5.07. Shareholder Vote
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On October 15, 2026, Elastic N.V. held its annual general meeting in Amsterdam; the September 17, 2026 record date had 105,980,172 ordinary shares issued and outstanding and entitled to vote, excluding 3,024,920 treasury shares, with no preferred shares outstanding and a quorum present. Shareholders voted on 11 proposals and adopted each one: Paul Auvil (84,583,966 for, 1,749,656 against, 19,796 abstain, 9,115,913 broker non-votes), Alison Gleeson (55,084,238 for, 31,250,435 against, 18,745 abstain, 9,115,913 broker non-votes), and Julia Liuson (85,597,409 for, 735,964 against, 20,045 abstain, 9,115,913 broker non-votes) were appointed as non-executive directors for three-year terms ending at the 2029 annual general meeting, with less than a two-thirds majority of votes cast against each. Proposals 2–9 passed: Dutch statutory annual accounts for FY2026 (95,041,683 for, 180,238 against, 247,410 abstain); PricewaterhouseCoopers Accountants N.V. as external auditor for FY2027 (95,007,294 for, 343,236 against, 118,801 abstain); ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for FY2027 (95,013,023 for, 343,842 against, 112,466 abstain); discharge of executive directors (86,071,463 for, 97,323 against, 184,632 abstain, 9,115,913 broker non-votes); discharge of non-executive directors (86,073,546 for, 95,011 against, 184,861 abstain, 9,115,913 broker non-votes); authorization to issue shares and grant rights (94,538,112 for, 871,335 against, 59,884 abstain); authorization to restrict or exclude pre-emptive rights (93,574,378 for, 1,833,315 against, 61,638 abstain); and authorization to repurchase ordinary shares (94,146,417 for, 1,114,233 against, 208,681 abstain). Proposals 10 and 11 passed on a non-binding advisory basis: named executive officer compensation (72,833,321 for, 13,381,500 against, 138,597 abstain, 9,115,913 broker non-votes), and a preference for one year as the frequency of future compensation advisory votes (85,232,883 for 1 year, 5,171 for 2 years, 548,737 for 3 years, 566,627 abstain, 9,115,913 broker non-votes), so the Company will include a compensation advisory vote every year until the next required frequency vote.

Original SEC Filing Text expand_more
Item 5.07. Submission of Matters to a Vote of Security Holders. (a) On October 15, 2026, Elastic N.V. ( Elastic or the Company ) held an annual general meeting of shareholders (the Annual Meeting ) at the Company s offices at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands. At the Annual Meeting, the Company s shareholders voted on eleven proposals. The proposals are described in the Company s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on August 28, 2026 (the 2026 proxy statement ). (b) As of the close of business on September 17, 2026, the record date for the Annual Meeting (the Record Date ), there were 105,980,172 ordinary shares of Elastic issued and outstanding and entitled to vote at the Annual Meeting, which excludes 3,024,920 ordinary shares held in treasury and not entitled to vote. As of the Record Date, there were no preferred shares of Elastic issued and outstanding. At least one-third of the issued and outstanding Elastic shares were present or represented at the Annual Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal. The certified final voting results with respect to the proposals voted on at the Annual Meeting are set forth below. Each proposal was adopted by the shareholders. Proposal No. 1 Appointments of Paul Auvil, Alison Gleeson, and Julia Liuson as non-executive directors, each for a term of three years, ending at the close of the 2029 annual general meeting of shareholders: Nominee For Against Abstain Broker Non-Votes Paul Auvil 84,583,966 1,749,656 19,796 9,115,913 Alison Gleeson 55,084,238 31,250,435 18,745 9,115,913 Julia Liuson 85,597,409 735,964 20,045 9,115,913 Less than a two-thirds majority of the votes cast were cast against such nominee, and therefore Paul Auvil, Alison Gleeson and Julia Liuson were appointed in accordance with the Company's Articles of Association. Proposal No. 2 Adoption of the Company s Dutch statutory annual accounts for the fiscal year ended April 30, 2026 ( Fiscal Year 2026 ), which are prepared in accordance with International Financial Reporting Standards: For Against Abstain 95,041,683 180,238 247,410 There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed. Proposal No. 3 Appointment of 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 ): For Against Abstain 95,007,294 343,236 118,801 There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed. Proposal No. 4 Ratification of the selection of PricewaterhouseCoopers LLP as the Company s independent registered public accounting firm for Fiscal Year 2027: For Against Abstain 95,013,023 343,842 112,466 There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed. Proposal No. 5 Grant of full discharge to the Company s executive directors from their liability with respect to the performance of their duties as executive directors of the Company during Fiscal Year 2026: For Against Abstain Broker Non-Votes 86,071,463 97,323 184,632 9,115,913 The proposal received the affirmative vote of a majority of the votes cast and therefore passed. Proposal No. 6 Grant of full discharge to the Company s non-executive directors from their liability with respect to the performance of their duties as non-executive directors of the Company during Fiscal Year 2026: For Against Abstain Broker Non-Votes 86,073,546 95,011 184,861 9,115,913 The proposal received the affirmative vote of a majority of the votes cast and therefore passed. Proposal No. 7 Authorization of the Company's board of directors (the Board ) to issue ordinary shares and grant rights to acquire ordinary shares: For Against Abstain 94,538,112 871,335 59,884 There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed. Proposal No. 8 Authorization of the Board to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights: For Against Abstain 93,574,378 1,833,315 61,638 There were no broker non-votes with respect to this proposal. T he proposal received the affirmative vote of a majority of the votes cast and, because more than half of the issued and outstanding ordinary shares of the Company were present or represented at the Annual Meeting, therefore passed. Proposal No. 9 Authorization of the Board to repurchase ordinary shares in the capital of the Company: For Against Abstain 94,146,417 1,114,233 208,681 There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed. Proposal No. 10 Non-binding advisory vote on the compensation of the Company's named executive officers as described in the 2026 proxy statement: For Against Abstain Broker Non-Votes 72,833,321 13,381,500 138,597 9,115,913 The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers by the affirmative vote of a majority of the votes cast. Proposal No. 11 Non-binding advisory vote on the frequency of future non-binding advisory votes to approve the compensation of the Company's named executive officers: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 85,232,883 5,171 548,737 566,627 9,115,913 The shareholders indicated, on a non-binding advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of the Company's named executed officers. Based on these results, and consistent with the Board s recommendation to shareholders, the Company will include a non-binding advisory vote on the compensation of the Company s named executive officers in the Company s proxy statement every year until the next required vote on the frequency of such votes. SIGNATURE 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. Dated: October 15, 2026 ELASTIC N.V. By: /s/ Navam Welihinda Name: Navam Welihinda Title: Chief Financial Officer

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