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The Record Date is set at the close of business at 5:00 PM Eastern Daylight Time (“EDT”) (11:00 PM CET)Central European Summer Time) on October 1, 2019September 23, 2020 and, therefore, only the Company’s shareholders of record
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PROCEDURAL MATTERS
| Q: | Why am I receiving these proxy materials? | ||||
| A: | You are receiving these proxy materials because you were a shareholder of record or beneficial owner of the ordinary shares of Elastic N.V. (the “Company,” “Elastic,” “we,” “us” or “our”) as of the close of business at 5:00 PM Eastern Daylight Time (“EDT”) on |
Please refer to the question entitled “What is the difference between holding shares as a shareholder of record or as a beneficial owner?” below for important details regarding different forms of share ownership.
The enclosed voting materials allow you to vote your shares without attending the Annual Meeting. Your vote is important. We encourage you to vote as soon as possible. These proxy materials are being made available or distributed to you on or about , 2019.
| Please refer to the question entitled “What is the difference between holding shares as a shareholder of record or as a beneficial owner?” below for important details regarding different forms of share ownership. | |||||
The enclosed voting materials allow you to vote your shares without attending the Annual Meeting. Your vote is important. We encourage you to vote as soon as possible. These proxy materials are being made available or distributed to you on or about . | |||||
| Q: | What proposals will be voted on at the Annual Meeting? |
| A: | Shareholders will be asked to adopt voting proposals no. 1, no. 2, no. 3, no. 4, no. 5, no. 6, and no. |
How does the board of directors recommend that I vote? |
After careful consideration, the board of directors unanimously recommends that the Company’s shareholders | |||||
•“FOR” the election of each of the nominees fornon-executive director of the | |||||
•“FOR” the adoption of the Company’s Dutch statutory annual accounts (the “Dutch Statutory Annual | |||||
•“FOR” the granting of full discharge to the executive director of the | |||||
•“FOR” the granting of full discharge to thenon-executive directors of the |
•“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending April 30, | |||||
•“FOR” the approval to authorize the board of directors to repurchase shares in the capital of the | |||||
•“ONE YEAR” as the preferred frequency for future non-binding advisory votes on the compensation of our Named Executive Officers (as defined below) (“voting proposal no. 7”) | |||||
| Q: | Can I attend the Annual Meeting? |
| A: | You may attend the Annual Meeting if, on the Record Date, you were a shareholder of record or a beneficial owner. If you would like to attend the Annual Meeting in person, you must notify the Company by |
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| submitting your name and number of registered shares to the Company’se-mail address ir@elastic.co by 8:00 PM EDT on October |
If you are a shareholder of record, your paper proxy card that includes your name, or admission ticket that you received with a paper proxy card or that you obtained from our shareholder voting site at www.proxyvote.com; or
If you are a beneficial owner, the voting instruction card you received from your broker, bank or other intermediary, or a printed statement from such organization or online access to your brokerage or other account, showing your share ownership on the Record Date.
We will not be able to accommodate guests without proper evidence of share ownership as of the Record Date at the Annual Meeting, including guests of our shareholders.
The meeting will begin promptly at 4:00 PM Central European Time (“CET”), and you should leave ample time for thecheck-in procedures.
•If you are a shareholder of record, your paper proxy card that includes your name, or admission ticket that you received with a paper proxy card or that you obtained from our shareholder voting site at www.proxyvote.com; or | |||||
•If you are a beneficial owner, the voting instruction card you received from your broker, bank or other intermediary, or a printed statement from such organization or online access to your brokerage or other account, showing your share ownership on the Record Date. | |||||
•Due to the current exceptional circumstances of the COVID-19 pandemic and the related measures and guidelines imposed by the Dutch government, we urge shareholders to vote by proxy. Please note however, that if you do decide to attend the Annual Meeting in person, we may be required to implement additional safety measures in order to safeguard the orderly proceedings at the meeting. The Company's directors may be required to participate remotely, or the Company may decide to hold the Annual Meeting in a different location or, subject to the requirements of Dutch law, the Company may decide to hold a virtual general meeting. We encourage shareholders who plan to attend the Annual Meeting to check our website at ir.elastic.co prior to the meeting where we will post relevant updates. | |||||
| We will not be able to accommodate guests without proper evidence of share ownership as of the Record Date at the Annual Meeting, including guests of our shareholders. | |||||
| The Annual Meeting will begin promptly at 5:00 PM Central European Summer Time (“CEST”), and you should leave ample time for the check-in procedures. | |||||
| Q: | Why would you hold a virtual Annual Meeting? | ||||
| A: | Until September 1, 2020, Dutch companies may hold their general meeting virtually on the basis of temporary legislation enacted in connection with the COVID-19 pandemic (the “Emergency Act”). As of the date of this proxy statement, it is unclear whether the Emergency Act will be extended through the date of the Annual Meeting. If the Emergency Act, or the relevant parts thereof, is extended through the day of the Annual Meeting, the board of directors could, but would not be obliged to, resolve to hold the Annual Meeting virtually. When deciding on the format of the Annual Meeting, the board of directors will take into account all relevant circumstances at the time, including but not limited to the developments concerning the COVID-19 pandemic. | ||||
| In the event we determine it is necessary or appropriate to hold the Annual Meeting virtually, we will announce the decision to do so in advance in a press release that will also be filed with the U.S. Securities and Exchange Commission (the “SEC”) and post details on our website. |
| Q: | How can I participate in a virtual Annual Meeting? | ||||
| A: | If the Annual Meeting is held virtually, you will be able to attend the Annual Meeting through a video or audio webcast. You will be provided with the opportunity to submit your questions regarding the topics listed in the Notice of the Annual Meeting prior to the meeting. These questions shall be answered thematically on our website or during the Annual Meeting. Questions regarding personal matters are not pertinent to meeting matters and therefore will not be answered. The Company shall make efforts to facilitate the submission of questions pertinent to meeting matters during the virtual Annual Meeting, unless this cannot reasonably be required in light of the circumstances. The Company will facilitate voting remotely during the meeting. If applicable, the announcement that the Annual Meeting will be held virtually will include further details on how shareholders can participate in the Annual Meeting. | ||||
| Q: | Where is the Annual Meeting? | ||||
| A: | The Annual Meeting will be held at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, |
| Q: | Who is entitled to vote at the Annual Meeting? |
| A: | You may vote your shares of Elastic ordinary shares if you owned your shares at the close of business on the Record Date. You may cast one vote for each ordinary share held by you as of the Record Date on all matters presented. As of |
| Q: | What is the difference between holding shares as a shareholder of record or as a beneficial owner? |
| A: | You are the “shareholder of record” of any shares that are registered directly in your name with Elastic’s transfer agent, Computershare Trust Company, N.A. We have sent the proxy statement and proxy card directly to you if you are a shareholder of record. As a shareholder of record, you may grant your voting proxy directly to Elastic or to a third party, or vote in person at the Annual Meeting. If you are a shareholder of record and you submit your proxy to us, you direct a civil law notary of Zuidbroek Corporate Law Notaries and their legal substitutes to vote your shares in accordance with the voting instructions in your proxy. |
You are the “beneficial owner” of any shares (which are considered to be held in “street name”) that are held on your behalf in a brokerage account or by a bank or another intermediary that is the shareholder of record for those shares. If you are a beneficial owner, you did not receive proxy materials directly from Elastic, but your broker, bank or other intermediary forwarded you a proxy statement and voting instruction card for directing that organization how to vote your shares.You may also attend the Annual Meeting, but because a beneficial owner is not a shareholder of record, you may not vote in person at the Annual Meeting unless you obtain a “legal proxy” from the organization that holds your shares, giving you the right to vote the shares at the Annual Meeting.
You are the “beneficial owner” of any shares (which are considered to be held in “street name”) that are held on your behalf in a brokerage account or by a bank or another intermediary that is the shareholder of record for those shares. If you are a beneficial owner, you did not receive proxy materials directly from Elastic, but your broker, bank or other intermediary forwarded you a proxy statement and voting instruction card for directing that organization how to vote your shares. You may also attend the Annual Meeting, but because a beneficial owner is not a shareholder of record, you may not vote in person at the Annual Meeting unless you obtain a “legal proxy” from the organization that holds your shares, giving you the right to vote the shares at the Annual Meeting. | |||||
| Q: | How can I vote my shares in person at the Annual Meeting? |
| A: | You may vote shares for which you are the shareholder of record in person at the Annual Meeting. You may vote shares you hold beneficially in street name in person at the Annual Meetingonly if you obtain a “legal |
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| proxy” from the broker, bank or other intermediary that holds your shares, giving you the right to vote the shares.Even if you plan to attend the Annual Meeting, we recommend that you also direct the voting of your shares as described below in the question entitled “How can I vote my shares without attending the Annual Meeting?” so that your vote will be counted even if you later decide not to attend the Annual |
| Q: | How can I vote my shares without attending the Annual Meeting? | ||||
| A: | Whether you hold shares as a shareholder of record or a beneficial owner, you may direct how your shares are voted without attending the Annual Meeting, by the following means: |
By Internet—Shareholders of record with Internet access may direct how their shares are voted by following the “Vote by Internet” instructions on the proxy card until 4:59 a.m. CET on October 29, 2019/11:59 p.m. EDT on October 28, 2019. If you are a beneficial owner of shares held in street name, please check the voting instructions in the voting instruction card provided by your broker, bank or other intermediary for Internet voting availability.
By telephone—Shareholders of record who live in the United States or Canada may submit proxies by telephone by following the “Vote by Telephone” instructions on the proxy card until 4:59 a.m. CET on October 29, 2019/11:59 p.m. EDT on October 28, 2019. If you are a beneficial owner of shares held in street name, please check the voting instructions in the voting instruction card provided by your broker, bank or other intermediary for telephone voting availability.
By mail—If you elect to vote by mail, please complete, sign and date the proxy card where indicated and return it in the prepaid envelope included with the proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted. If you are a beneficial owner of shares held in street name, you may vote by mail by following the instructions for voting by mail in the voting instruction card provided by your broker, bank or other intermediary.
By Internet—Shareholders of record with Internet access may direct how their shares are voted by following the “Vote by Internet” instructions on the proxy card until 5:59 a.m. CEST on October 21, 2020/11:59 p.m. EDT on October 20, 2020. If you are a beneficial owner of shares held in street name, please check the voting instructions in the voting instruction card provided by your broker, bank or other intermediary for Internet voting availability. | |||||
By telephone—Shareholders of record who live in the United States or Canada may submit proxies by telephone by following the “Vote by Telephone” instructions on the proxy card until 5:59 a.m. CEST on October 21, 2020/11:59 p.m. EDT on October 20, 2020. If you are a beneficial owner of shares held in street name, please check the voting instructions in the voting instruction card provided by your broker, bank or other intermediary for telephone voting availability. | |||||
By mail—If you elect to vote by mail, please complete, sign and date the proxy card where indicated and return it in the prepaid envelope included with the proxy card. Proxy cards submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted. If you are a beneficial owner of shares held in street name, you may vote by mail by following the instructions for voting by mail in the voting instruction card provided by your broker, bank or other intermediary. | |||||
| Q: | How many shares must be present or represented to conduct business at the Annual Meeting? |
| A: | The shareholders of record of at least one third of the shares entitled to vote at the Annual Meeting must either (1) be present in person at the Annual Meeting or (2) have properly submitted a proxy in order to constitute a quorum at the Annual Meeting. |
| Q: | What is the voting requirement to approve the proposals? |
| A: | The nominees mentioned under voting proposal no. 1 will be appointed to the board of directors unless |
Each of voting proposals no. 2, no. 3, no. 4, no. 5 and no. 6 require a simple majority of votes cast in an Annual Meeting where at least one third of the issued and outstanding ordinary shares of the Company are represented.
| Each of voting proposals no. 2, no. 3, no. 4, no. 5 and no. 6 requires a simple majority of votes cast in an Annual Meeting where at least one third of the issued and outstanding ordinary shares of the Company are represented. | |||||
| Proposal no. 7 is advisory and not binding. You may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” on this proposal. The frequency receiving the highest number of votes cast will be the frequency of future advisory non-binding votes on the compensation of our Named Executive Officers recommended by our shareholders. Our board of directors will review the voting results and take them into consideration in determining the frequency of future non-binding advisory votes on the compensation of our Named Executive Officers. | |||||
| Q: | What will happen if I fail to vote or vote to abstain from voting? |
| A: | If you are the shareholder of record and you fail to vote or abstain from voting, it will have no effect on the voting proposals, |
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| organization that is the shareholder of record for your shares with voting instructions, the organization will have discretion to vote on the routine matters that will be proposed at the Annual Meeting. |
| Q: | What will happen if I submit a proxy but do not specify how my shares are to be voted? | ||||
| A: | If you are the shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted as recommended by the board of directors. |
If you are a beneficial owner and you do not provide the organization that is the shareholder of record for your shares with voting instructions, the organization will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters such as the appointment of Company’s independent registered public accountant but do not have discretion to vote onnon-routine matters such as the proposal to elect the nominees for director of the Company. Therefore, if you do not provide voting instructions to that organization, it may vote your shares only on the routine matters properly presented for a vote at the Annual Meeting.
| If you are a beneficial owner and you do not provide the organization that is the shareholder of record for your shares with voting instructions, the organization will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters such as the ratification of the selection of the Company’s independent registered public accountant but do not have discretion to vote on non-routine matters such as the proposal to elect the nominees for director of the Company. Therefore, if you do not provide voting instructions to that organization, it may vote your shares only on the routine matters properly presented for a vote at the Annual Meeting. | |||||
| Q: | What is the effect of a brokernon-vote? |
| A: | A brokernon-vote occurs when a broker, bank or other intermediary that is otherwise counted as present or represented by proxy does not receive voting instructions from the beneficial owner and does not have the discretion to vote the shares. A brokernon-vote will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal as to which that brokernon-vote occurs. Thus, a brokernon-vote will not impact our ability to obtain a quorum for the Annual Meeting and will not otherwise affect the outcome of the non-routine matters properly presented for a vote at the Annual Meeting. |
| Q: | Can I change my vote? |
| A: | If you are the shareholder of record, you may change your vote (1) by submitting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the voting methods described above in the question entitled “How can I vote my shares without attending the Annual |
If you are a beneficial owner of shares held in street name, you may generally change your vote by (1) submitting new voting instructions to your broker, bank or other intermediary or (2) if you have obtained a legal proxy from the organization that holds your shares giving you the right to vote your shares, by attending the Annual Meeting and voting in person. However, please consult that organization for any specific rules it may have regarding your ability to change your voting instructions.
| If you are a beneficial owner of shares held in street name, you may generally change your vote by (1) submitting new voting instructions to your broker, bank or other intermediary or (2) if you have obtained a legal proxy from the organization that holds your shares giving you the right to vote your shares, by attending the Annual Meeting and voting in person. However, please consult that organization for any specific rules it may have regarding your ability to change your voting instructions. | |||||
| Q: | What should I do if I receive more than one proxy card, voting instruction card from my broker, bank or other intermediary, or set of proxy materials? |
| A: | You may receive more than one proxy card, voting instruction card from your broker, bank or other intermediary or set of proxy materials. For example, if you are a beneficial owner with shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card or |
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| voting instruction card that you receive, or follow the voting instructions on such proxy card or voting instruction card you receive, to ensure that all your shares are voted. |
| Q: | Is my vote confidential? |
| A: | Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Elastic or to third parties, except: (1) as necessary for applicable legal requirements, (2) to allow for the tabulation and certification of the votes, and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to Elastic management. |
| Q: | Who will serve as inspector of election? | ||||
| A: | The inspector of election will be Broadridge Financial Solutions, Inc. |
| Q: | Where can I find the voting results of the Annual Meeting? |
| A: | We will publish final voting results in our Current Report on Form8-K, which will be filed with the |
| Q: | Who will bear the cost of soliciting votes for the Annual Meeting? |
| A: | Elastic will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Elastic, some of whom may be considered participants in the solicitation, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Elastic may also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the Record Date and will provide customary reimbursement to such firms for the cost of forwarding these materials. |
| Q: | What is the deadline to propose actions for consideration at next year’s |
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To be brought at annual general meeting—In addition, you can find in Elastic’s articles
Nomination of Director Candidates
Shareholders may recommend director candidates for consideration by our nominating and corporate governance committee. For additional information regarding our policy regarding shareholder recommendations for director candidates, see “Corporate Governance—Director Nomination Process.”
| Q: | What is householding and how does it affect me? | ||||
| A: | The SEC permits companies that provide advance notice and follow certain procedures to send a single set of proxy materials to any household at which two or more shareholders of record reside, unless contrary instructions have been received. In such cases, each shareholder of record continues to receive a separate set of proxy materials. Certain brokerage firms may have instituted householding for beneficial owners. If your family has multiple accounts holding Elastic ordinary shares, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies. |
| Q: | Who can help answer my questions? |
| A: | Please contact our Investor Relations Department by calling +1 (650)695-1055 or by writing to Elastic N.V., 800 West El Camino Real, Suite 350, Mountain View, California 94040, Attention: Investor Relations ore-mail ir@elastic.co. If you have questions about the proposals or the information contained in this proxy statement, or desire additional copies of this proxy statement, or if you are a shareholder of record, additional proxy cards, please contact our Investor Relations Department. |
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| Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | ||||||||||||||
Directors with Terms expiring at the Annual Meeting/Nominees | ||||||||||||||||||
Chetan Puttagunta*(1)(3) | 33 | Director | 2017 | 2019 | 2022 | |||||||||||||
Steven Schuurman | 43 | Director | 2012 | 2019 | 2022 | |||||||||||||
Continuing Directors | ||||||||||||||||||
Shay Banon | 41 | Executive Director, Chief Executive Officer and Chairman | 2012 | 2021 | ||||||||||||||
Jonathan Chadwick(1)(2) | 53 | Director | 2018 | 2020 | ||||||||||||||
Peter Fenton(2)(3) | 46 | Director | 2012 | 2021 | ||||||||||||||
Caryn Marooney(3) | 52 | Director | 2019 | 2022 | ||||||||||||||
Michelangelo Volpi(1)(2) | 52 | Director | 2013 | 2020 | ||||||||||||||
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| Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | ||||||||||||||||||||||||||||
| Directors with Terms expiring at the Annual Meeting/Nominees | ||||||||||||||||||||||||||||||||
| Jonathan Chadwick(1)(2) | 54 | Director | 2018 | 2020 | 2023 | |||||||||||||||||||||||||||
| Michelangelo Volpi(1) | 53 | Director | 2013 | 2020 | 2023 | |||||||||||||||||||||||||||
| Continuing Directors | ||||||||||||||||||||||||||||||||
| Shay Banon | 42 | Executive Director, Chief Executive Officer (“CEO”) and Chairman | 2012 | 2021 | ||||||||||||||||||||||||||||
| Peter Fenton(2)(3) | 47 | Director | 2012 | 2021 | ||||||||||||||||||||||||||||
| Alison Gleeson(2) | 54 | Director | 2020 | 2023 | ||||||||||||||||||||||||||||
| Caryn Marooney(3) | 53 | Director | 2019 | 2022 | ||||||||||||||||||||||||||||
| Chetan Puttagunta*(1)(3) | 34 | Director | 2017 | 2022 | ||||||||||||||||||||||||||||
| Steven Schuurman | 44 | Director | 2012 | 2022 | ||||||||||||||||||||||||||||
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qualified to serve as a member of our board of directors because of his deep understanding of our business, operations and strategy due to his role as ourco-founder and former CEO.
Continuing Directors
Shay Banonco-founded our company and has served as a member of our board of directors since July 2012, as our Chief Executive Officer since May 2017, and as our Chairman and Chief Executive Officer since June 2018. He previously served as our Chief Technology Officer from July 2012 to April 2017. Mr. Banon holds a B.Sc. in Computer Science from Technion, Israel Institute of Technology. Mr. Banon is the creator of our Elasticsearch product. We believe that Mr. Banon is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our CEO and his experience as an executive in the technology industry.
Jonathan Chadwick has served as a member of our board of directors since August 2018. Mr. Chadwick has been a private investor since April 2016. From November 2012 to April 2016, Mr. Chadwick served as Chief Financial Officer and Executive Vice President of VMware, Inc., a virtualization and cloud infrastructure solutions company, and from August 2014 to April 2016, he also served as VMware’s Chief Operating Officer. From March 2011 until November 2012, he served as the Chief Financial Officer of Skype Communication S.á.r.l., a voice over IP (VoIP) service, and as a corporate vice president of Microsoft Corporation after its acquisition of Skype in October 2011. From June 2010 until February 2011, Mr. Chadwick served as Executive Vice President and Chief Financial Officer of McAfee, Inc., a security software company, until its acquisition by Intel Corporation. From September 1997 until June 2010, Mr. Chadwick served in various executive roles at Cisco Systems, Inc., a multinational technology company. He currently serves on the board of directors of Cognizant Technology Solutions Corporation, an IT business services provider, ServiceNow, Inc., a cloud computing company, Zoom Video Communications, Inc., a provider of remote conferencing services, and various private companies. He previously served on the board of directors of F5 Networks, Inc., an application networking delivery company, from August 2011 until March 2019. He also worked for Coopers & Lybrand in various roles in the U.S. and U.K. Mr. Chadwick is a Chartered Accountant in England and holds a B.Sc. degree in Electrical and Electronic Engineering from the University of Bath, U.K. We believe Mr. Chadwick is qualified to serve as a member of our board of directors because of his significant financial expertise as a Chief Financial Officer and service on the boards of directors of various public companies.
Peter Fenton has served as a member of our board of directors since September 2012. Mr. Fenton has served as General Partner of Benchmark Capital Partners, a venture capital firm, since September 2006. He currently serves on the board of directors of Cloudera, Inc., an enterprise data cloud company, New Relic, Inc., a software analytics company, Zuora, Inc. (“Zuora”), an enterprise software company that designs and sells SaaS applications, and various private companies. Mr. Fenton previously served as a director of Hortonworks, Inc. (now a wholly owned subsidiary of Cloudera), or Hortonworks, Yelp, Inc., Twitter, Inc. and Zendesk, Inc. Mr. Fenton holds a B.A. in Philosophy from Stanford University and an M.B.A. from the Stanford University Graduate School of Business. We believe that Mr. Fenton is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry and his knowledge of technology companies.
Caryn Marooneyhas served as a member of our board of directors since April 2019. She served in various roles at Facebook, Inc., a social networking service, most recently serving as the company’s Vice President, Global Communications since March 2012, and previously served as the company’s Director of Technology Communications from May 2011 to March 2012. From June 1997 to March 2011, Ms. Marooney served in various roles, including President and Chief Executive Officer, of The OutCast Agency, a public relations firm. She currently serves as a director of Zendesk, Inc., a software services company. Ms. Marooney holds a B.S. in labor relations from Cornell University. We believe that Ms. Marooney is qualified to serve as a member of our board of directors because of her prior executive experience and her experience advising technology companies.
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Michelangelo Volpi has served as a member of our board of directors since January 2013. Mr. Volpi has served as a Partner of Index Ventures, a venture capital firm, since July 2009. He currently serves as a director of Fiat Chrysler Automobiles N.V., an automotive company, Sonos, Inc., a consumer electronics company, and Zuora and previously served as a director of Hortonworks, Pure Storage, Inc., Exor N.V. and Telefonaktiebolaget L. M. Ericsson. Mr. Volpi holds a B.S. in Mechanical Engineering and an M.S. in Manufacturing Systems Engineering from Stanford University, and an M.B.A. from the Stanford University Graduate School of Business. We believe that Mr. Volpi is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry and his knowledge of technology companies.
Board of Directors
2022; and the term of Ms. Gleeson will expire at the annual general meeting of shareholders to be held in 2023.
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result of this review, our board of directors determined that each of Messrs. Chadwick, Fenton, Puttagunta, Schuurman and Volpi, and PuttaguntaMses. Gleeson and Ms. Marooney, representing fiveseven of our seveneight directors, does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. In making this determination, our board of directors considered the current and prior relationships that eachnon-executive director has with our companyCompany and all other facts and circumstances our board
rules governing the internal proceedings of the board of directors.
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The board of directors believes that its current leadership structure, in which the positions of Chief Executive OfficerCEO and Chairman are held by Mr. Banon, together with a Lead Independent Director with broad authority, is appropriate at this time and provides the most effective leadership for Elastic in a highly competitive and rapidly changing technology industry.
Company.
Meeting”). Messrs. Banon, Chadwick, Puttagunta and Schuurman attended the 2019 Annual Meeting.
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described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Executive directors may not be members of the audit committee, compensation committeeAudit Committee, Compensation Committee or the nominatingNominating and corporate governance committee.Corporate Governance Committee. Our board of directors may from time to time establish ad hoc committees.
•review of all related party transactions in accordance with our related party transactions policy;
•overseeing our accounting and financial reporting processes;
•the integrity and audits of our consolidated financial statements and financial reporting process;
•our systems of disclosure controls and procedures and internal control over financial reporting;
•our compliance with financial, legal and regulatory requirements related to our financial statements and other public disclosures, our compliance with our policies related thereto, and our policy in respect of tax planning;
•the engagement and retention of the registered independent public accounting firm and the recommendation for nomination by our board of directors for the instruction (appointment) by our general meeting of an external auditor to audit the Dutch statutory annual accountsStatutory Annual Accounts and board report, and the evaluation of the qualifications, independence, and performance of the independent public accounting firm, including the provision of non-audit services;
the application of information and communication technology;
•the role and performance of our internal audit function;
•our overall risk profile; and
•attending to such other matters as are specifically delegated to our audit committeeAudit Committee by our board of directors from time to time.
•reviewing and approving the compensation, including equity compensation,change-in-control benefits and severance arrangements, of our executive officers and overseeing their performance;
-12-
•reviewing and making recommendations to our board of directors with respect to the compensation of our directors;
•reviewing and making recommendations to our board of directors with respect to our executive compensation policies and plans;
•determining the number of shares underlying, and the terms of, restricted share awards and options to be granted to our directors, executive officers, and other employees pursuant to these plans;
•assisting management in complying with our proxy statement and annual report disclosure requirements;
•producing a report on executive compensation to be included in our annual proxy statement;
•assisting our board of directors in producing the compensation report to be included in our annual report filed in the Netherlands and to be posted on our website in accordance with best practice of the DCGC; and
•attending to such other matters as are specifically delegated to our compensation committeeCompensation Committee by our board of directors from time to time.
•identifying, recruiting, and recommending to our board of directors qualified candidates for election as directors and recommending a slate of nominees for election as directors at our annual general meeting of shareholders;
•developing and recommending to our board of directors corporate governance guidelines as set forth in our rules of the board of directors, including the committee’s selection criteria for director nominees, and implementing and monitoring such guidelines;
•overseeing compliance with legal and regulatory requirements applicable to us;
•reviewing and making recommendations on matters involving the general operation of our board of directors, including board size and composition, and committee composition and structure;
•recommending to our board of directors nominees for each committee of our board of directors;
•annually facilitating the assessment of our board of directors’ performance as a whole and of the individual directors, and the performance of our committees of the board of directors as required by applicable law, regulations and the corporate governance listing standards; and
•overseeing our board of directors’ evaluation of executive officers.
two meetings.
-13-
Policies Governing Director Nominations
-14-
Shareholder Communications
an annual general meeting of shareholders (the “Remuneration Policy”).
•$30,000 per year for service as a board member;
•$10,000 per year additionally for service as lead independent director;
•$20,000 per year additionally for service as chairman of the audit committee;
•$8,500 per year additionally for service as an audit committeeAudit Committee member;
•$12,000 per year additionally for service as chairman of the compensation committee;
•$5,000 per year additionally for service as a compensation committeeCompensation Committee member;
•$7,500 per year additionally for service as chairman of the nominatingNominating and corporate governance committee;Corporate Governance Committee; and
•$4,000 per year additionally for service as a nominatingNominating and corporate governance committeeCorporate Governance Committee member.
-15-
firm that owns securities of the Company representing more than 2% of the outstanding and issued share capital of the Company.
|
|
Name | Fees earned or paid in cash($) | Stock Awards ($)(1) | Option Awards($)(1) | Total ($) | ||||||||||||
Jonathan Chadwick(2) | 31,535 | — | 1,644,000 | 1,675,535 | ||||||||||||
Peter Fenton | 26,375 | — | — | 26,375 | ||||||||||||
Caryn Marooney(3) | 573 | 87,087 | — | 87,660 | ||||||||||||
Elizabeth Nelson(4) | — | — | — | — | ||||||||||||
Chetan Puttagunta | 30,161 | — | — | 30,161 | ||||||||||||
Steven Schuurman | 17,201 | — | — | 17,201 | ||||||||||||
Michelangelo Volpi(5) | — | — | — | — | ||||||||||||
|
-16-
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||||||||||||||||
| Jonathan Chadwick(2) | 55,000 | 169,952 (3) | 224,952 | |||||||||||||||||||||||
| Peter Fenton(4) | 46,000 | — | 46,000 | |||||||||||||||||||||||
| Alison Gleeson(5) | 10,747 | 132,695 (6) | 143,442 | |||||||||||||||||||||||
| Caryn Marooney(7) | 34,000 | 169,952 (3) | 203,952 | |||||||||||||||||||||||
| Chetan Puttagunta(4) | 56,000 | — | 56,000 | |||||||||||||||||||||||
| Steven Schuurman(4) | 30,000 | — | 30,000 | |||||||||||||||||||||||
| Michelangelo Volpi(4)(8) | — | — | — | |||||||||||||||||||||||
|
|
|
|
-17-
2022; and the term of Ms. Gleeson will expire at the annual general meeting of shareholders to be held in 2023.
association.
Volpi.
The proposals to elect
share capital, are cast against such nominee.
-18-
-19-
-20-
| Fiscal Year 2019 | Fiscal Year 2018 | |||||||
Audit Fees(1) | $ | 2,860,938 | $ | 1,942,032 | ||||
Audit-Related Fees(2) | — | — | ||||||
Tax Fees(3) | 231,725 | 552,794 | ||||||
All Other Fees(4) | 1,204 | 941 | ||||||
|
|
|
| |||||
Total | $ | 3,093,867 | $ | 2,495,767 | ||||
|
|
|
| |||||
|
|
-22-
| Fiscal Year 2020 | Fiscal Year 2019 | |||||||||||||
| Audit Fees(1) | $ | 3,107,628 | $ | 2,860,938 | ||||||||||
| Audit-Related Fees(2) | 502,800 | — | ||||||||||||
| Tax Fees(3) | 16,500 | 231,725 | ||||||||||||
| All Other Fees(4) | 5,987 | 1,204 | ||||||||||||
| Total | $ | 3,632,915 | $ | 3,093,867 | ||||||||||
|
|
Audit Committee.
-23-
principles and the effectiveness of the Company’s internal control over financial reporting.
Audit Committee:
-24-
October 29, 2019.
-25-
EVERY “ONE YEAR” UNDER PROPOSAL NO. 7.
Name | Age | Position(s) | ||||||||||||
| Shay Banon | Executive Director, Chief Executive Officer and Chairman | |||||||||||||
| Janesh Moorjani | Chief Financial Officer | |||||||||||||
| Kevin Kluge | Senior Vice President of Engineering | |||||||||||||
| W.H. Baird Garrett | Senior Vice President and General Counsel | |||||||||||||
Aaron Katz has served as our Chief Revenue Officer since March 2017 and previously served as our Senior Vice President of Field Operations from July 2014 to March 2017. Prior to joining us, he served in various executive roles at salesforce.com, inc., a cloud computing company, from July 2002 to June 2014, most recently as Senior Vice President of Enterprise Sales from February 2013 to June 2014 and Senior Vice President of Enterprise Corporate Sales from April 2009 to January 2013. Mr. Katz holds a B.S. in Managerial Economics from the University of California, Davis.
-26-
Summary
The following tableDiscussion and narrative summarizesAnalysis
| 2U | MongoDB | Tenable Holdings | ||||||
| Alarm.com Holdings | New Relic | The Trade Desk | ||||||
| Alteryx | Okta | Twilio | ||||||
| Cloudera | Paylocity Holding | Zendesk | ||||||
| Coupa Software | Qualys | Zscaler | ||||||
| Five9 | SailPoint Technologies | Zuora | ||||||
| HubSpot | Smartsheet | |||||||
| Named Executive Officer | Fiscal Year 2019 Base Salary | Fiscal Year 2020 Base Salary (1) | Percentage Change | |||||||||||||||||
| Shay Banon | $330,000 | $375,000 | 13.6% | |||||||||||||||||
| Janesh Moorjani | $330,000 | $365,000 | 10.6% | |||||||||||||||||
| Kevin Kluge | $400,000 | $430,000 | 7.5% | |||||||||||||||||
| W.H. Baird Garrett | $400,000 | $400,000 | --- | |||||||||||||||||
| Aaron Katz (2) | $330,000 | $330,000 | --- | |||||||||||||||||
| Named Executive Officer | Stock Option (# of shares) | Stock Option (grant date fair value) | RSU Award (# of shares) | RSU Award (grant date fair value) | Aggregate Equity Awards (grant date fair value) | |||||||||||||||||||||||||||
| Shay Banon (1) | 113,539 | $5,000,000 | — | — | $5,000,000 | |||||||||||||||||||||||||||
| Janesh Moorjani | 57,285 | $2,625,000 | 10,607 | $875,000 | $3,500,000 | |||||||||||||||||||||||||||
| Aaron Katz (2) | 22,914 | $1,050,000 | 4,243 | $350,000 | $1,400,000 | |||||||||||||||||||||||||||
| Kevin Kluge | 22,914 | $1,050,000 | 4,243 | $350,000 | $1,400,000 | |||||||||||||||||||||||||||
| W.H. Baird Garrett | — | — | — | — | — | |||||||||||||||||||||||||||
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
| Shay Banon | 2020 | 375,000 | — | — | 4,872,356 (3) | 196,886 | — | 5,444,242 | ||||||||||||||||||||||||||||||||||||||||||
| Chief Executive Officer | 2019 | 330,000 | — | — | — | 169,760 | — | 499,760 | ||||||||||||||||||||||||||||||||||||||||||
| 2018 | 400,000 | — | — | 7,514,361 | — | 306,494 (4) | 8,220,855 | |||||||||||||||||||||||||||||||||||||||||||
| Janesh Moorjani | 2020 | 365,000 | — | 863,304 | 2,669,951 | 191,636 | 16,298 (5) | 4,106,189 | ||||||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2019 | 330,000 | — | — | — | 135,808 | 6,602 (5) | 472,410 | ||||||||||||||||||||||||||||||||||||||||||
| 2018 | 272,820 (6) | 200,000 (7) | — | 3,462,657 | — | 23,600 (5) | 3,959,077 | |||||||||||||||||||||||||||||||||||||||||||
| Aaron Katz (8) | 2020 | 330,000 | — | 345,338 | 1,067,980 | 259,890 | 350,631 (9) | 2,353,839 | ||||||||||||||||||||||||||||||||||||||||||
| Former Chief Revenue Officer | 2019 | 330,000 | — | — | — | 333,450 (10) | 22,201 (5) | 685,651 | ||||||||||||||||||||||||||||||||||||||||||
| 2018 | 500,000 | — | — | 1,134,880 | 110,246 (11) | — | 1,745,126 | |||||||||||||||||||||||||||||||||||||||||||
| Kevin Kluge | 2020 | 430,000 | — | 345,338 | 1,067,980 | — | 12,114 (5) | 1,855,432 | ||||||||||||||||||||||||||||||||||||||||||
| Senior Vice President of Engineering | 2019 | 400,000 | — | — | — | — | 20,398 (5) | 420,398 | ||||||||||||||||||||||||||||||||||||||||||
| 2018 | 370,000 | — | — | 1,134,880 | — | 17,891 (5) | 1,522,771 | |||||||||||||||||||||||||||||||||||||||||||
| W.H. Baird Garrett | 2020 | 400,000 | — | — | — | — | — | 400,000 | ||||||||||||||||||||||||||||||||||||||||||
| Senior Vice President and General Counsel | 2019 | 400,000 | — | — | — | — | 8,438 (5) | 408,438 | ||||||||||||||||||||||||||||||||||||||||||
| 2018 | 385,000 | — | — | 453,952 | — | 24,934 (5) | 863,886 | |||||||||||||||||||||||||||||||||||||||||||
| Estimated possible payouts under non-equity incentive plan awards(1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($)(3) | Grant Date Fair Value of Stock Awards ($)(4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shay Banon | Annual Cash | 112,500 | 225,000 | 337,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/19/2019 (5) | Options | 113,539 | 75.09 | 4,872,356 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Janesh Moorjani | Annual Cash | 109,500 | 219,000 | 328,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 | RSU | 10,607 | 863,304 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 | Options | 57,285 | 81.39 | 2,669,951 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aaron Katz | Annual Cash | 148,500 | 297,000 | 445,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 | RSU | 4,243 | 345,338 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 | Options | 22,914 | 81.39 | 1,067,980 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kevin Kluge | 6/8/2019 | RSU | 4,243 | 345,338 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 | Options | 22,914 | 81.39 | 1,067,980 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shay Banon | 4/2/2018 (2) | 8,337 | 200,000 | 13.07 | 04/02/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/7/2017 (3) | 374,198 | 216,080 | 10.15 | 09/06/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/19/2016 (4) | 605,250 | — | 5.46 | 04/18/2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Janesh Moorjani | 6/8/2019 (5) | — | 57,285 | 81.39 | 06/07/2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/2/2018 (6) | 6,250 | 43,750 | 13.07 | 04/01/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/7/2017 (7) | 357,317 | — | 10.15 | 09/06/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 (8) | 10,607 | $680,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aaron Katz | 6/8/2019 (5) | — | 22,914 | 81.39 | 06/07/2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/2/2018 (6) | 25,000 | 175,000 | 13.07 | 04/02/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/10/2016 (9) | 362,916 | 17,329 | 5.46 | 03/09/2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/4/2014 (10) | 137,615 | — | 4.26 | 07/03/2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 (8) | 4,243 | $272,146 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kevin Kluge | 6/8/2019 (5) | — | 22,914 | 81.39 | 06/07/2029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/2/2018 (6) | 25,000 | 175,000 | 13.07 | 04/02/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/10/2016 (11) | 35,306 | 88,769 | 5.46 | 03/09/2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/8/2019 (8) | 4,243 | $272,146 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| W.H. Baird Garrett | 4/2/2018 (6) | 10,000 | 70,000 | 13.07 | 04/02/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4/25/2017 (12) | 131,250 | 118,750 | 9.30 | 04/24/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5/16/2016 (13) | 26,416 | 14,584 | 5.46 | 05/15/2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8/2/2015 (14) | 1,680 | — | 4.48 | 08/01/2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Shay Banon | 2019 | 330,000 | — | — | 169,760 | — | 499,760 | |||||||||||||||||||||
Chief Executive Officer | 2018 | 400,000 | — | 7,514,361 | — | 306,494(3) | 8,220,855 | |||||||||||||||||||||
Janesh Moorjani | 2018 | 330,000 | — | — | 135,808 | 6,602(4) | 472,410 | |||||||||||||||||||||
Chief Financial Officer | 2019 | 272,820(5) | 200,000(6) | 3,462,657 | — | 23.600(4) | 3,959,077 | |||||||||||||||||||||
Aaron Katz | 2019 | 330,000 | 27,883(7) | — | 305,567 | 22,201(4) | 685,652 | |||||||||||||||||||||
Chief Revenue Officer | 2018 | 500,000 | 110,246(7) | 1,134,880 | — | — | 1,695,219 | |||||||||||||||||||||
|
|
|
|
|
|
|
Named Executive Officers, the number of ordinary shares acquired upon the exercise of stock options during fiscal year 2020 and the aggregate value realized upon the exercise of stock options.
| Option Awards | ||||||||||||||||||||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | ||||||||||||||||||||||||||||||
| Shay Banon | 780,000 | 62,679,912 | ||||||||||||||||||||||||||||||
| Janesh Moorjani | 244,852 | 18,628,731 | ||||||||||||||||||||||||||||||
| Aaron Katz | 411,066 | 29,208,092 | ||||||||||||||||||||||||||||||
| Kevin Kluge | 402,195 | 29,438,395 | ||||||||||||||||||||||||||||||
| W.H. Baird Garrett | 67,000 | 5,299,296 | ||||||||||||||||||||||||||||||
For fiscal year 2019,
-27-
Pursuant to the employment agreement of Mr. Banon, Mr. Banon may be eligible to receive certain severance payments and benefits. The amount and type of the severance payments and benefits provided under Mr. Banon’s employment agreement, as well as the terms and conditions under which such severance payments and benefits may be provided, are identical in all material respects to the provisions regarding severance payments and benefits provided for in our change in control severance agreements, as described below under the heading “Executive Officer Change in Control and Severance Agreements.”
Janesh
Kluge and Garrett
Aaron Katz
We have entered into an employment letter with Aaron Katz, our Chief Revenue Officer. The employment letter does not have a specific term and provides that Mr. Katz is anat-will employee. For fiscal year 2019, Mr. Katz’s annual base salary was $330,000, and he is eligible for an annual target cash incentive payment equal to 90% of his annual base salary.
time as it deems necessary.
-28-
In the event any payment to an executive pursuant to the applicable severance agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the executive will receive such payment as would entitle the executive to receive the greatestafter-tax benefit, even if it means that we pay the executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.
Outstanding Equity Awards
his continued employment with Elasticsearch, Inc. through August 1, 2020 (Mr. Katz would also have been eligible to receive the following severance payments and benefits if his employment was terminated without “cause” (as such term is defined in our standard change in control and severance agreement) prior to August 1, 2020):
| Option Awards | Share Awards | |||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||
Shay Banon | 04/19/2016 | 605,250 | (1) | — | 5.46 | 04/18/2026 | ||||||||||||||
| 09/07/2017 | 432,159 | (2) | 432,159 | 10.15 | 09/06/2027 | |||||||||||||||
| 09/07/2017 | 314,297 | (3) | — | 10.15 | 09/06/2027 | |||||||||||||||
| 04/02/2018 | 100,000 | (4) | 300,000 | 13.07 | 04/02/2028 | |||||||||||||||
Janesh Moorjani | 09/07/2017 | 602,169 | (5) | — | 10.15 | 09/06/2027 | ||||||||||||||
| 04/02/2018 | — | (6) | 50,000 | 13.07 | 04/02/2028 | |||||||||||||||
Aaron Katz | 07/04/2014 | 513,037 | (3) | — | 4.26 | 07/03/2024 | ||||||||||||||
| 03/10/2016 | 415,889 | (7) | 294,588 | 5.46 | 03/09/2026 | |||||||||||||||
| 04/02/2018 | — | (6) | 200,000 | 13.07 | 04/02/2028 | |||||||||||||||
|
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|
|
|
|
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Employee Benefit and Share Plans
2012 Stock Option Plan
The 2012 Plan currently permits the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, and stock appreciation rights to our employees, directors and consultants and our parent, subsidiary and affiliate corporations’ employees and consultants. The 2012 Plan also permits the grant of performance shares and performance units to our employees, directors and consultants and our parent, subsidiary and affiliate corporations’ employees and consultants.
-29-
Authorized shares. A total of 9,649,123 ordinary shares are available for issuance pursuant to the 2012 Plan2020, including in connection with a change in control as of April 30, 2019. In addition, shares may become available under the 2012 Plan as described below.
The number2020.
9 million shares;
| Name | Termination Reason | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($)(1) | Continuation of Insurance Coverage ($)(2) | Total ($) | ||||||||||||||||||||||||||||||||
| Banon, Shay | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 375,000 | 225,000 | 21,880,159 | 21,532 | 22,501,691 | ||||||||||||||||||||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 187,500 | 112,500 | — | 21,532 | 321,532 | |||||||||||||||||||||||||||||||||
| Janesh Moorjani | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 365,000 | 219,000 | 15,641,384 | 17,524 | 16,242,908 | ||||||||||||||||||||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 182,500 | 109,500 | — | 17,524 | 309,524 | |||||||||||||||||||||||||||||||||
| Aaron Katz | Termination Without Cause in Connection with a Change in Control | 165,000 | 148,500 | — | 21,532 | 335,032 | ||||||||||||||||||||||||||||||||
| Termination Without Cause | 165,000 | 148,500 | — | 21,532 | 335,032 | |||||||||||||||||||||||||||||||||
| Kevin Kluge | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 430,000 | — | 14,418,361 | 17,524 | 14,865,885 | ||||||||||||||||||||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 215,000 | — | — | 17,524 | 232,524 | |||||||||||||||||||||||||||||||||
| W.H. Baird Garrett | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 400,000 | — | 10,942,939 | 21,532 | 11,364,471 | ||||||||||||||||||||||||||||||||
| Termination Without Cause or Resignation for Good Reason | 200,000 | — | — | 21,532 | 221,532 | |||||||||||||||||||||||||||||||||
5% of the outstanding ordinary shares as of the last day of our immediately preceding fiscal year; or
such other amount as our board of directors may determine.
If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is repurchased due to failure to vest, the unissued shares (or for awards other than stock options or stock appreciation rights, the repurchased shares) will become available for future grant or sale under our 2012 Plan. With respect to stock appreciation rights, the net shares issued will cease to be available under the 2012 Plan and all remaining shares will remain available for future grant or sale under the 2012 Plan. Shares used to pay the exercise price of an award or satisfy the tax withholding obligations related to an award will become available for future grant or sale under our 2012 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under our 2012 Plan.
Plan administration. (1)The 2012 Plan is generally administered by our compensation committee. Subject to the provisions of our 2012 Plan, the administrator has all powers and discretion necessary or appropriate to administer the 2012 Plan and to control its operation. The administrator’s powers include the power to:
determine the fair market value of our ordinary shares;
selectaccelerated vesting of unvested RSUs is based upon the employees or consultants (including directors) to whom awards may be granted;
determine the number of our ordinary shares to be covered by each award, approve the forms of agreement and other related documents used under the 2012 Plan;
determine the terms and conditions, not inconsistent with the terms of the 2012 Plan, of any award granted thereunder, including but not limited to the exercise or purchaseclosing market price the time or times when awards may vest or be exercised, the circumstances when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any award or ordinary shares that are covered by an award;
amend any outstanding award or agreement relating to any ordinary shares covered by an award, including any amendment adjusting vesting, provided that no amendment will be made that would materially and adversely affect the rights of any participant without his or her consent;
determine whether and under what circumstances an award may be settled in cash instead of ordinary shares, subject to applicable laws;
subject to applicable laws, implement an exchange program and establish the terms and conditions of such exchange program without consent of the holders of our ordinary shares, provided that no amendment or adjustment to an award that would materially and adversely affect the rights of any participant will be made without his or her consent;
approve addenda pursuant to the terms of the 2012 Plan or to modify the terms of, any outstanding award agreement or any agreement relating to any ordinary shares covered by an award held by participants who arenon-U.S. nationals or employed outside the United States with such terms and conditions as the administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in the 2012 Plan to the extent necessary or appropriate to accommodate such differences;
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construe and interpret the terms of the 2012 Plan and any award agreement or any agreement relating to any ordinary shares covered by an award, which constructions, interpretations and decisions will be final and binding on all participants;
authorize any person to execute on behalf of us any instrument required to effect the grant of an award previously granted by the administrator;
allow participants to satisfy withholding obligations in such manner as prescribed by the 2012 Plan; and
make all other determinations necessary or advisable for administering the 2012 Plan.
The administrator’s decisions are final and binding on all participants and any other persons holding awards.
Stock options. Stock options may be granted under our 2012 Plan. The exercise price of options granted under our 2012 Plan must at least be equal to the fair market value of our ordinary shares on April 30, 2020 of $64.14, multiplied by the datenumber of grant.unvested RSUs. The termvalue of an incentiveaccelerated vesting of unvested stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% ofoptions is based on the voting power of all classes of our outstanding stock,difference between the term must not exceed five years and the exerciseclosing market price must equal at least 110% of the fair market value of our ordinary shares on the grant date. The administrator will determine the methodsApril 30, 2020 of payment of$64.14, and the exercise price of anper option which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permittedmultiplied by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for 3 months following the termination of service. However, in no event may an option be exercised later than the expiration of its term. Subject to the provisions of our 2012 Plan, the administrator determines the other terms of options.
Stock appreciation rights. Stock appreciation rights may be granted under our 2012 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our ordinary shares between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her award agreement. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of our 2012 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with our ordinary shares, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.
Restricted stock. Restricted stock may be granted under our 2012 Plan. Restricted stock awards are grants of our ordinary shares that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of ordinary shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of our 2012 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions for lapse of the restriction on the shares it determines to be appropriate (for example, the administrator may set restrictionsunvested options.
Restricted stock units. Restricted stock units may be granted under our 2012 Plan. Restricted stock units are bookkeeping entries representingApril 30, 2020 for an amount equal to the fair market value of one of our ordinary shares. Subject
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to the provisions of our 2012 Plan, the administrator will determine the terms and conditions of restricted stock units, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any restricted stock units will vest.
Performance units and performance shares. The 2012 Plan permits the grant of performance units and performance shares. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator prior to the grant date. Performance shares shall have an initial value equal to the fair market value of our ordinary shares on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination.
Non-executive directors. Our 2012 Plan provides that all eligiblenon-executive directors are eligible to receive all types of awards under the 2012 Plan (other than incentive stock options).
Non-transferability of awards. Unless the administrator provides otherwise, our 2012 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.
Certain adjustments. In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under our 2012 Plan, the administrator will adjust the number and class of shares that may be delivered under our 2012 Plan and/or the number, class and price of shares covered by each outstanding award and the numerical share limits set forth in our 2012 Plan. In the event of our proposed liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate immediately prior to the consummation of such proposed transaction.
Merger or change in control. The 2012 Plan provides that in the event of a merger or change in control, as defined under the 2012 Plan, each outstanding award will be treated as the administrator determines, except that if a successor does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on the shares subject to such award will lapse, all performance goals or other vesting criteria applicable to the shares subject to such award will be deemed achieved at 100% of target levels and all of the shares subject to such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period. Additionally, the 2012 Plan provides that, in the event of a merger or change in control, each outstanding equity award granted under our 2012 Plan that is held by anon-executive director will fully vest, all restrictions on the shares subject to such award will lapse, and with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all of the shares subject to such award will become fully exercisable, if applicable.
Amendment; termination. The administrator has the authority to amend or terminate the 2012 Plan provided such action will not materially and adversely affect the rights of any participant. The 2012 Plan will automatically terminate in 2028, unless we terminate it sooner.
Executive Incentive Compensation Plan
Our board of directors has adopted, and our general meeting has approved, the Executive Incentive Compensation Plan (the “Bonus Plan”). The Bonus Plan is administered by our compensation committee. The
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Bonus Plan will allow our compensation committee to provide cash incentive awards to selected employees, including our named executive officers, based upon performance goals established by our compensation committee.
Under the Bonus Plan, our compensation committee will determine the performance goals applicable to any award, which goals may include, without limitation: (i) attainment of research and development milestones, (ii) bookings, (iii) business divestitures and acquisitions, (iv) calculated billings, (v) cash flow, (vi) cash position, (vii) contract awards or backlog, (viii) customer renewals, (ix) customer retention rates from an acquired company, subsidiary, business unit or division, (x) earnings (which may include earnings before interest and taxes, earnings before taxes, and net taxes), (xi) earnings per share, (xii) expenses, (xiii) gross margin, (xiv) growth in shareholder value relative to the moving average of the S&P 500 Index or another index, (xv) internal rate of return, (xvi) market share, (xvii) net income, (xviii) net profit, (xix) net sales, (xx) new product development, (xxi) new product invention or innovation, (xxii) number of customers, (xxiii) operating cash flow, (xxiv) operating expenses, (xxv) operating income, (xxvi) operating margin, (xxvii) overhead or other expense reduction, (xxviii) product defect measures, (xxix) product release timelines, (xxx) productivity, (xxxi) profit, (xxxii) retained earnings, (xxxiii) return on assets, (xxxiv) return on capital, (xxxv) return on equity, (xxxvi) return on investment, (xxxvii) return on sales, (xxxviii) revenue, (xxxix) revenue growth, (xl) sales results, (xli) sales growth, (xlii) stock price, (xliii) time to market, (xliv) total shareholder return, (xlv) working capital, and (xlvi) individual objectives such as peer reviews or other subjective or objective criteria. Performance goals that include our financial results may be determined in accordance with GAAP or such financial results may consist ofnon-GAAP financial measures and any actual results may be adjusted by the compensation committee forone-time items or unbudgeted or unexpected items when determining whether the performance goals have been met. The goals may be on the basis of any factors the compensation committee determines relevant, and may be adjusted on an individual, divisional, business unit or company wide basis. The performance goals may differ from participant to participant and from award to award.
Our compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the compensation committee’s discretion. Our compensation committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.
Actual awards will be paid in cash only after they are earned, which usually requires continued employment through the date a bonus is paid. Our compensation committee will have the authority to amend, alter, suspend or terminate the Bonus Plan provided such action does not impair the existing rights of any participant with respect to any earned bonus.
401(k) and Other Plans
We maintain a 401(k) plan for employees. The 401(k) plan is intended to qualify under Section 401(k) of the Internal Revenue Code, so that contributions to the 401(k) plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn, and so that contributions made by us, if any, will be deductible by us when made. Employees may elect to reduce their current compensation by up to the statutorily prescribed annual limits and to have the amount of such reduction contributed to their accounts under the 401(k) plan. The 401(k) plan permits us to make contributions up to the limits allowed by law on behalf of all eligible employees. We typically make matching contributions to the plan up to 6% of an eligible employee’s compensation. All eligible employees’ interests in our matching contributions, if any, vest immediately at the time of contribution. The 401(k) plan also contains a Roth component.
We also maintain defined-contribution plans for employees in certain other countries.
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Role of Compensation Consultant
Our compensation committee is authorized, in its sole discretion, to retain the services of one or more compensation consultants, outside legal counsel and such other advisers as necessary to assist with the execution of its duties and responsibilities. During fiscal year 2019, our compensation committee engaged Compensia, a nationally recognized compensation consulting firm, to serve as its independent compensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. Compensia reports directly to our compensation committee and does not provide anynon-compensation related services to Elastic.
Limitation on Liability and Indemnification Matters
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connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company,Company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent, or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by, or in the right of, our companyCompany or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. Our directors who are affiliated with venture capital funds also have certain rights of indemnification provided by their venture capital funds and the affiliates of those funds (which we refer to as the fund indemnitors). We believe that these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.
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REPORTS
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•we have been or are to be a participant;
•the amount involved exceeded or will exceed $120,000; and
•any of our directors, executive officers or holders of more than 5% of our ordinary shares, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
and Certain Directors
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of directors, including whether the transaction is in, and not inconsistent with, the best interests of the companyCompany and its
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| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights(1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||||||||||||
| (a) | (b) | (c) | |||||||||||||||||||||
| Equity compensation plans approved by security holders | 17,627,893 | $13.82 | 12,461,850 | ||||||||||||||||||||
| Equity compensation plans not approved by security holders(2) | — | — | — | ||||||||||||||||||||
| Total | 17,627,893 | $13.82 | 12,461,850 | ||||||||||||||||||||
•each person, or group of affiliated persons, who beneficially owned more than 5% of our ordinary shares;
•each of our current named executive officers;
•each of our current directors; and
•all of our current executive officers and directors as a group.
Name of Beneficial Owner | Number of Shares | % | ||||||
5% Shareholders: | ||||||||
Entities affiliated with Benchmark(1) | 5,608,399 | 7.3 | ||||||
Entities affiliated with Index Ventures(2) | 5,476,424 | 7.2 | ||||||
Future Fund Investment Company No.5 Pty Ltd(3) | 4,919,489 | 6.4 | ||||||
Executive Officers and Directors: | ||||||||
Shay Banon(4) | 9,351,436 | 12.1 | ||||||
Janesh Moorjani(5) | 507,169 | * | ||||||
Aaron Katz(6) | 996,271 | 1.3 | ||||||
Jonathan Chadwick(7) | 200,000 | * | ||||||
Peter Fenton(8) | 5,759,628 | 7.5 | ||||||
Caryn Marooney | — | * | ||||||
Chetan Puttagunta | — | * | ||||||
Steven Schuurman(9) | 11,822,000 | 15.5 | ||||||
Michelangelo Volpi(10) | 5,476,424 | 7.2 | ||||||
All current executive officers and directors as a group (11 persons)(11) | 34,992,961 | 44.2 | ||||||
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| Name of Beneficial Owner | Number of Shares | % | ||||||||||||
| 5% Shareholders: | ||||||||||||||
| FIL Limited (1) | 5,972,274 | 7.0 | ||||||||||||
FMR LLC (2) | 5,341,430 | 6.2 | ||||||||||||
| Executive Officers and Directors: | ||||||||||||||
| Shay Banon (3) | 9,141,175 | 10.6 | ||||||||||||
| Janesh Moorjani (4) | 378,627 | * | ||||||||||||
| Aaron Katz (5) | 379,152 | * | ||||||||||||
| Kevin Kluge (6) | 574,787 | * | ||||||||||||
| W.H. Baird Garrett (7) | 169,248 | * | ||||||||||||
| Jonathan Chadwick (8) | 181,250 | * | ||||||||||||
| Peter Fenton (9) | 213,740 | * | ||||||||||||
| Alison Gleeson | — | * | ||||||||||||
| Caryn Marooney | 1,037 | * | ||||||||||||
| Chetan Puttagunta | — | * | ||||||||||||
| Steven Schuurman (10) | 11,122,000 | 13.0 | ||||||||||||
| Michelangelo Volpi | — | * | ||||||||||||
| All current executive officers and directors as a group (12 persons) (11) | 22,161,016 | 25.4 | ||||||||||||
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2021 Annual Meeting.
•Elastic must receive the proposed agenda item (supported by reasons) or proposed resolution in writing (excludinge-mail and other forms of electronic communication) no later than 60 days before the date of the 2020 AGM2021 Annual Meeting (which date has not yet been declared by the Company’s board of directors); and
•The number of shares held by the shareholder, or group of shareholders, submitting the proposed agenda item or proposed resolution must equal at least 3% of Elastic’s issued share capital.
2021 Annual Meeting.
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PRELIMINARY COPYImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Proxy Statement and Form10-K are available at www.proxyvote.comELASTIC N.V.Annual General Meeting of Shareholders October 29, 2019 4:00 PM Central European Time This proxy is solicited by the Board of DirectorsThe shareholder(s) hereby appoint(s) any civil law notary of Zuidbroek Corporate Law Notaries and their legal substitutes as proxies, each with the power to appoint his/her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of ELASTIC N.V. that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 4:00 PM Central European Time on October 29, 2019, at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, The Netherlands.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.Continued and to be signed on reverse side0000427965_2 R1.0.1.18