0001140361-20-000638.txt : 20200110 0001140361-20-000638.hdr.sgml : 20200110 20200110163318 ACCESSION NUMBER: 0001140361-20-000638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200110 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200110 DATE AS OF CHANGE: 20200110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elastic N.V. CENTRAL INDEX KEY: 0001707753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38675 FILM NUMBER: 20521449 BUSINESS ADDRESS: STREET 1: KEIZERSGRACHT 281 CITY: AMSTERDAM STATE: P7 ZIP: 1016 ED BUSINESS PHONE: (650) 458-2620 MAIL ADDRESS: STREET 1: 800 WEST EL CAMINO REAL SUITE 350 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040 FORMER COMPANY: FORMER CONFORMED NAME: Elastic B.V. DATE OF NAME CHANGE: 20180612 FORMER COMPANY: FORMER CONFORMED NAME: Elasticsearch Global BV DATE OF NAME CHANGE: 20170605 FORMER COMPANY: FORMER CONFORMED NAME: ELasticsearch Global BV DATE OF NAME CHANGE: 20170526 8-K 1 form8k.htm 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): January 10, 2020

 
Elastic N.V.
(Exact name of registrant as specified in its charter)

 
The Netherlands
001-38675
Not Applicable
(State or other jurisdiction of incorporation)
(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

N/A
(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:
 
☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange of which registered
Ordinary Shares, €0.01 Par Value
ESTC
The New York Stock Exchange
 
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 January 10, 2020, Elastic N.V. (“Elastic” or the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) to appoint Alison Gleeson as a non-executive director for a term that will expire at the end of the 2023 annual general meeting of shareholders.
 
As of the close of business on December 13, 2019, the record date for the Extraordinary Meeting (the “Record Date”), there were 80,867,789 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 Alison Gleeson as a non-executive director for a term expiring at the end of the 2023 annual general meeting of shareholders:
 
Nominee
 
 For
 
 Against
 
 Abstain
 
Broker Non-Votes
Alison Gleeson
 
 64,559,067
 
 16,858
 
 87,322
 
 0

Consistent with Dutch law and Elastic’s Articles of Association, Alison Gleeson was appointed by the general meeting.
 
Item 8.01.
Other Events.
 
On January 10, 2020 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
 
Press Release dated January 10, 2020.

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: January 10, 2020
 
ELASTIC N.V.
     
 
By:
 /s/ Janesh  Moorjani
  Name:
 Janesh  Moorjani
 
Title:
Chief Financial Officer


EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
Alison Gleeson Elected to Elastic’s Board of Directors
MOUNTAIN VIEW, Calif. & AMSTERDAM, The Netherlands--(BUSINESS WIRE)-- Elastic N.V. (NYSE: ESTC), the company behind Elasticsearch and the Elastic Stack, announced that its shareholders elected Alison Gleeson to the company’s board of directors at the extraordinary general meeting of shareholders that took place earlier today. The term of office for Ms. Gleeson will expire at the end of the 2023 annual general meeting of shareholders.
 
Gleeson is a globally recognized executive who was previously Senior Vice President of Cisco’s Americas organization, where she was responsible for nearly 9,000 employees across 35 countries. In more than 20 years at Cisco, Ms. Gleeson focused on a customer-first mentality, building go-to-market and data-driven initiatives, and strengthening Cisco’s relationships with its top partners. This includes managing the sales efforts in Canada and Latin America, as well as segments such as US Commercial, US Public Sector, and the Global Enterprise Segment, which included Cisco’s top 28 customers. She is also a highly-regarded international speaker on the drivers for digital disruption across industries, the role of technology in enabling business transformation, and empowering women in technology. Gleeson maintains a commitment to professional development and inclusion and diversity in the workplace. In 2018, she received the Connected World’s “Woman of IoT” award for her role in advancing the field. In 2017, she received the Diversity Best Practice’s “Above and Beyond Legacy Award” and the Michigan Council for Women in Technology’s “Woman of the Year Award” for her work in advancing women in IT roles. She was previously the Global Executive Sponsor and Board President for Cisco's Connected Women's Network, an organization with 7,000 members worldwide. Gleeson currently serves on the Advisory Board of the Eli Broad College of Business at Michigan State University, her alma mater.
 
Holders of approximately 79.96% 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. Founded in 2012, Elastic is a distributed company with Elasticians working in countries around the world. Learn more at elastic.co.
 
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 subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Our expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: Elastic’s ability to successfully develop an effective go-to-market strategy; Elastic’s ability to improve its customer and partner relationships; the future conduct and growth of Elastic’s business and the markets in which Elastic operates. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our most recent filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended April 30, 2019 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC. SEC filings are available on the Investor Relations section of Elastic’s website at ir.elastic.co and the SEC’s website at www.sec.gov. Elastic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by law.
 
Source: Elastic N.V.

Contacts
Dan Reidy
Elastic
press@elastic.co