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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 25, 2019

 

 

Elastic N.V.

(Exact name of Registrant as specified in its charter)

 

 

 

The Netherlands   001-38675   Not Applicable

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

800 West El Camino Real, Suite 350

Mountain View, California 94040

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 458-2620

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) On April 25, 2019, Elastic N.V. (“Elastic” or the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) to appoint Caryn Marooney as a non-executive director for a term that will expire at the end of the 2022 annual general meeting of shareholders.

As of the close of business on March 28, 2019, the record date for the Extraordinary Meeting (the “Record Date”), there were 73,424,305 ordinary shares of Elastic issued and outstanding and entitled to vote at the Extraordinary Meeting. As of the Record Date, there were no preferred shares of Elastic issued and outstanding. At least one-third of the issued Elastic shares were present or represented at the Extraordinary Meeting with respect to the proposal below, constituting a quorum for purposes of the proposal.

(b) The certified results of the matter voted on at the Extraordinary Meeting are set forth below.

Proposal No. 1 - Appointment of Caryn Marooney as a non-executive director for a term expiring at the end of the 2022 annual general meeting of shareholders:

 

Nominee

  

For

  

Against

  

Abstain

  

Broker Non-Votes

Caryn Marooney

   52,529,828    44,118    1,695    0

Consistent with established Dutch law and Elastic’s Articles of Association, Caryn Marooney was appointed by the general meeting.

 

Item 8.01.

Other Events.

On April 25, 2019 the Company issued a press release announcing the results of the shareholder vote at the Extraordinary Meeting.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

  

Description

99.1    Press Release dated April 25, 2019.


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: April 25, 2019

 

ELASTIC N.V.
By:  

/s/ Janesh Moorjani

Name:   Janesh Moorjani
Title:   Chief Financial Officer
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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

Caryn Marooney Elected to Elastic’s Board of Directors

MOUNTAIN VIEW, Calif. and AMSTERDAM, The Netherlands - 25 April 2019

Elastic N.V. (NYSE: ESTC), the company behind Elasticsearch and the Elastic Stack, announced that its shareholders elected Caryn Marooney to the company’s board of directors at the extraordinary general shareholder meeting that took place today. The term of office for Ms. Marooney will expire at the end of the 2022 annual general meeting of shareholders.

Marooney is a globally recognized marketing executive who is currently Vice President of Global Communications at Facebook. She has been with Facebook for eight years. She has strong roots in the technology industry, having worked with many companies who have, and continue to, disrupt the status quo. As CEO and co-founder of The OutCast Agency, she helped companies like Amazon, Netflix, Salesforce and VMware build their brands into the household names that they are. At Facebook, Marooney leads global communications, shaping the company vision and narrative for Facebook and its family of apps including Instagram, Messenger, WhatsApp, and Oculus. Since 2014, Marooney has served on the board of directors of Zendesk.

Holders of approximately 71.6% of the company’s ordinary shares were represented at the extraordinary general meeting of shareholders.

About Elastic

Elastic is a search company. As the creators of the Elastic Stack (Elasticsearch, Kibana, Beats, and Logstash), Elastic builds self-managed and SaaS offerings that make data usable in real time and at scale for use cases like application search, site search, enterprise search, logging, APM, metrics, security, business analytics, and many more.

Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.

Forward-Looking Statements

Certain statements herein are forward-looking statements that are subject to risks and uncertainties. These forward-looking statements are based on management’s current expectations. Various important factors could cause actual results to differ materially, including the risks identified in our SEC filings. The Company disclaims any obligation to update any forward-looking statement contained in this report and the exhibit hereto.

Contact Information

Deborah Wiltshire

Elastic Corporate Communications

[email protected]

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