Board ~~Leadership Structure~~of Directors and ~~Role of Independent Chairman and the Lead Independent Director~~.”Corporate Governance | Elastic 2023 Proxy Statement 11

Pursuant to our articles of association, our executive and non-executive directors may be appointed for a maximum term of three years (unless such director has resigned at an earlier date). A director may be reappointed, and the three-year maximum term may be deviated from by resolution of the general meeting of shareholders upon a proposal of the board of directors.

The members of our board of directors have been appointed to staggered terms. The current terms of Ms. Marooney and Messrs. Puttagunta and Schuurman will expire at this Annual Meeting; the terms of Ms. Gleeson and Mr. Chadwick will expire at the annual general meeting of shareholders to be held in 2023; the terms of Mr. Banon and Ms. Leibowitz will expire at the annual general meeting of shareholders to be held in 2024; and the term of Mr. Kulkarni will expire at the annual general meeting of shareholders to be held in 2025. Mr. Abbasi was appointed to our board of directors to temporarily fill the vacancy resulting from Mr. Volpi’s resignation, such appointment and resignation both effective as of July 13, 2022. The term of Mr. Abbasi’s temporary appointment will expire upon the earlier of (i) the vacancy created by Mr. Volpi’s resignation being filled, which will occur if Mr. Abbasi is appointed upon conclusion of the Annual Meeting in accordance with voting proposal no. 1, (ii) the board appointing another person to temporarily fill such vacancy or (iii) the vacancy has been cancelled.

Director Independence

Under the rules of the New York Stock Exchange (“NYSE”), on which our ordinary shares are listed, independent directors must ~~comprise~~constitute a majority of a listed company’s board of ~~directors.~~ directors, as independence is determined by the board of directors in accordance with the NYSE rules. Under those rules, to determine that a director is independent, the board of directors must determine that the director has no material relationship with the listed company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the listed company. When assessing the materiality of a director’s relationship, if any, with the listed company, the board of directors must consider materiality from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation.

In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees must be independent. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Compensation committee members ~~must~~may not have a relationship with usthe listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. ~~Additionally, audit~~Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

~~In order to~~To be considered independent for purposes of Rule 10A-3, ~~a member~~members of an audit committee of a listed company may not, other than in their capacity as a member of the audit committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of the independence of each director and considered whether ~~each~~any director has a material relationship with us that could compromise ~~their~~the director’s ability to exercise independent judgment in carrying out their ~~responsibilities. Based upon~~responsibilities on the board of directors. In its determination, the board of directors considered information requested from and provided by each director concerning their background, employment and affiliations, including family relationships and asbeneficial ownership of our shares. As a result of this review, our board of directors determined that each of Messrs. Abbasi, Auvil, Chadwick, Puttagunta, and Schuurman, and Mses. Gleeson, Leibowitz, and Marooney ~~representing seven~~are independent under the rules of the NYSE and our ~~nine continuing~~corporate governance guidelines, which incorporate the director independence standards of those rules. The independent directors ~~and director~~comprise each of the three nominees standing for appointment at the Annual Meeting, ~~does~~all five of the non-executive directors who will serve as continuing directors after the Annual Meeting, and Mr. Chadwick, who currently serves as a non-executive director, but who is not ~~have a relationship~~standing for re-appointment at the Annual Meeting. The board of directors further determined that ~~would interfere with~~ the ~~exercise~~current members of ~~independent judgment in carrying out the responsibilities of~~our Compensation Committee and Audit Committee, as well as Mr. Auvil, who will serve on those committees if appointed as a director ~~and is an “independent director” as defined under~~at the ~~applicable rules and regulations of~~Annual Meeting, met the ~~SEC and~~additional independence requirements for membership on the ~~listing requirements and~~committees specified in the rules of the ~~NYSE. In making this determination, our board of directors considered~~NYSE and Rule 10A-3 under the current and prior relationships that each non-executive director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-executive director.Exchange Act.

In addition to the independence requirements under the NYSE rules, the Dutch Corporate Governance Code (the “DCGC”) requires a majority of the non-executive directors of our board of directors, a majority of the members of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance

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Committee, and the Lead Independent Director to be independent. The DCGC provides for a ~~different~~ definition of an “independent director” that differs from the definition under the NYSE rules and assesses only ~~assesses~~ independence of non-executive directors. A non-executive director is considered not independent under the DCGC if the director or the director’s spouse, registered partner or life companion, foster child or relative by blood or marriage up to the second ~~degree~~ degree:

(i) has been an employee, managing director or executive director of the company in the five years prior to ~~appointment,~~ appointment;

(ii) has received personal financial compensation from us for work not in keeping with the normal course of ~~business,~~ business;

(iii) has had an important business relationship with the company in the years prior to the ~~appointment,~~ appointment;

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(iv) is a member of the management board of a company in which an executive director of the company is a supervisory board ~~member,~~ member;

(v) has temporarily performed management duties for ~~us,~~ us;

(vi) is a major shareholder of the company (holding at least 10%),; or

(vii) represents one or more major shareholders.

The criteria ~~under~~specified in clauses (i) through (v) ~~should only~~above may apply to at most one non-executive director. The total number of non-executive directors who are not independent under this definition ~~should~~may account for less than half of the total number of non-executive directors. There ~~can~~may be at most one non-executive director who can be considered to be affiliated with or representing any shareholder, or group of affiliated shareholders, ~~who~~that directly or indirectly holds more than ~~ten percent~~10% of the shares in the company. Our board of directors has determined that it complies with the independence requirements of the DCGC.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business conduct and ethics (“Code of Conduct”) that applies to all of our employees, officers and directors, including our CEO, CFO and other executive and senior financial officers. The full text of our corporate governance guidelines and our ~~code~~Code of ~~business conduct and ethics~~Conduct are available on our website at ir.elastic.co. We intend to post any amendment to our corporate governance guidelines and our code of business conduct and ethics, and any waivers of such guidelines or code for directors and executive officers, on the same website.

Board Leadership Structure and Role of the Independent ~~Chairman~~Chairperson and Lead Independent Director

As noted above, our one-tier board structure consists of two executive directors and seven non-executive directors. Additionally, our articles of association provide for one of our independent, non-executive directors to be designated as Lead Independent Director by our board of directors. The role of ~~Chairman~~Chairperson and Lead Independent Director ~~can,~~may, but is not required to, be fulfilled by the same individual. Our board of directors has designated Mr. Puttagunta to serve as our ~~Chairman~~Chairperson and Lead Independent Director. As ~~Chairman~~Chairperson of our board of directors and Lead Independent Director, Mr. Puttagunta presides at all meetings of the board of directors, presides over executive sessions of our independent directors, presides as chairperson of our general meeting ~~(if the Lead Independent Director is~~(or if not present, he may designate ~~one of the other~~another non-executive ~~directors~~director for that purpose), serves as a liaison between our executive directors and our independent directors and performs such additional duties as our board of directors may otherwise determine and delegate and as required by the DCGC, ~~and~~ our articles of association and board rules governing the internal proceedings of the board of directors. Our articles of association also provide for one of our independent, non-executive directors to be designed as vice-chairperson by our board of directors. Our board of directors has designated Mr. Abbasi to serve as our ~~Vice-Chairman.~~Vice-Chairperson. As ~~Vice-Chairman,~~Vice-Chairperson, Mr. Abbasi is entrusted with the duties of Lead Independent Director if the Lead Independent Director is absent or unwilling to take the chair. ~~Mr. Abbasi will continue to serve as our Vice-Chairman if he is appointed by the general meeting of shareholders in accordance with voting proposal no. 1.~~

The DCGC requires that the Lead Independent Director may not be a former executive director of our Company, in addition to the DCGC independence ~~requirements.~~requirements summarized above.

The board of directors believes that its current leadership structure, in which the position of Chairperson is separated from the position of CEO, and the positions of ~~Chairman~~Chairperson and Lead Independent Director ~~(currently held by the same person)~~ are held by an independent, non-executive director with broad authority ~~and~~who is supported by a ~~Vice-Chairman,~~Vice-Chairperson, is appropriate at this time and currently provides the most effective leadership for Elastic in a highly competitive and rapidly changing technology industry. We believe that separation of the positions of our ~~Chairman~~Chairperson from the CEO reinforces the independence of the board of directors in its oversight of the business and affairs of the Company. ~~Specifically, the~~The balance of ~~powers among~~responsibilities between our CEO and our ~~Chairman~~Chairperson facilitates the active participation of our independent directors and enables our ~~Board~~board of directors to provide more effective oversight of management. Non-executive directors and members of management sometimes have different perspectives and roles in strategy

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development. Our non-executive directors bring experience, oversight and expertise from outside of our Company, while our CEO brings ~~company-specific~~Company-specific experience and expertise. In addition, we believe that having an independent ~~Chairman~~Chairperson creates an environment that is more conducive to objective evaluation and oversight of

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management’s performance, increasing management accountability and improving the ability of the board of directors to monitor whether management’s actions are in the best interests of the Company and its stakeholders.

Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with members of the senior management team at quarterly meetings of our board of directors, as well as at such other times as they deem appropriate, where, among other topics, they discuss strategy and risks facing the Company.

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk.

Our Audit Committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our Audit Committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Additionally, our Audit Committee reviews and discusses with management the adequacy and effectiveness of the Company’s information and technology security and privacy policies and the internal controls regarding information and technology security, cybersecurity and privacy.

Our Compensation Committee, in consultation with management and Compensia, Inc. (“Compensia”), aan independent, nationally recognized compensation consulting firm that serves as compensation consultant to the Compensation Committee, assesses risks created by the incentives inherent in our compensation programs, policies and practices. Specifically, at least annually, the Compensation Committee assesses and considers potential risks when reviewing and approving our compensation programs, policies and practices for all employees, including our executive officers. Based on its most recent assessment, our Compensation Committee believes that our compensation programs, policies and practices do not encourage excessive and unnecessary risk-taking or create risks that are reasonably likely to have a material adverse effect on the Company or its operations.

Our Nominating and Corporate Governance Committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance.

Finally, our full board of directors reviews strategic and operational risk in the context of reports from the management team, regularly receives reports on all significant committee activities, evaluates the risks inherent in significant transactions, and provides guidance to management.

Management Succession Planning

Our board of directors and the Nominating and Corporate Governance Committee review the risks associated with our executive management team to ensure adequate succession plans are in place.

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Pursuant to our ~~Corporate Governance Guidelines~~corporate governance guidelines and the Nominating and Corporate Governance Committee charter, the Nominating and Corporate Governance Committee, in consultation with the full board of directors, is primarily responsible for succession planning for the role of CEO, including developing plans for interim succession for the CEO in the event of an unexpected occurrence. In addition, the Nominating and Corporate Governance Committee works with the CEO and the board of directors to plan for succession of executive directors and non-executive directors and other members of the Company’s executive management team, as well as to develop plans for interim succession of each of the other executive directors and non-executive directors or other members of the Company’s executive management team, in the event of an unexpected occurrence. The Nominating and Corporate Governance Committee also periodically reviews the succession planning process for the CEO, executive directors, non-executive directors and any other members of our executive management team, reports its findings and recommendations to the board of directors, and assists the board of directors in evaluating potential successors.

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Board Meetings and Committees of ~~Our~~ Board of Directors

During our fiscal year ended April 30, ~~2022~~2023 (“fiscal year ~~2022”~~2023”), the board of directors held ~~six~~four meetings (including regularly scheduled and special meetings), and ~~each director~~all of our directors attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which they ~~have been a director~~served and (ii) the total number of meetings held by all committees of our board of directors on which they served during the periods ~~that~~for which they served. During fiscal year ~~2022,~~2023, the board of directors also acted by written ~~consent.~~consent in lieu of a meeting.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual general meetings of shareholders, we encourage ~~but do not require,~~ our directors to attend. ~~The Company held an~~All nine of our directors then serving on the board of directors attended the annual general meeting of shareholders on October ~~1, 2021~~6, 2022 (the ~~“2021~~“2022 Annual Meeting”). ~~Messrs. Banon, Chadwick, Puttagunta and Schuurman and Mses. Gleeson, Leibowitz and Marooney attended the 2021 Annual Meeting.~~

Our board of directors has the authority to appoint committees to perform certain management and administrative functions. ~~Our~~In accordance with the NYSE rules, our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. Members ~~will~~ serve on these committees until their resignation or until otherwise determined by our board of directors. ~~Executive~~Under the NYSE rules, executive directors may not be members of the Audit Committee, the Compensation Committee, or the Nominating and Corporate Governance Committee. Our board of directors may from time to time establish ad hoc committees.

Audit Committee

Our Audit Committee is currently composed of Messrs. Chadwick and Puttagunta and Ms. Leibowitz, each of whom is a non-executive member of our board of directors. The Audit Committee may not be chaired by the Lead Independent Director or by a former executive director. Mr. Chadwick is the chair of our Audit Committee. In the event that he is appointed to our board of directors at the Annual Meeting, Mr. Auvil will succeed Mr. Chadwick, who is not standing for re-appointment to the board of directors at the Annual Meeting, as the chair of the Audit Committee, and Mr. Puttagunta and Ms. Leibowitz will continue their service on the committee. Our board of directors has determined that each member and prospective member of our Audit Committee ~~including the chair of our Audit Committee, satisfy~~satisfies the requirements for independence and financial literacy under the rules and regulations of the NYSE and the SEC. Our board of directors has also determined that each of Messrs. Chadwick and ~~Puttagunta and Ms. Leibowitz~~Auvil qualifies as an “audit committee financial expert” as defined in the ~~SEC~~ rules ~~and satisfies the financial sophistication requirements~~ of the ~~NYSE. Mr. Chadwick currently serves on~~U.S. Securities and Exchange Commission (“SEC”) and possesses accounting or related financial management expertise as required under the audit committees of five public companies, including our company. Given Mr. Chadwick’s extensive experience as a CFO, his nearly perfect attendance to our board and Audit Committee meetings, proficiency in accounting, high level of engagement with management and other members of the board of directors, significant contributions to discussions and decision-making of the Audit Committee, experience as a finance professional and his knowledge of, and dedication to, our Company, our Nominating and Corporate Governance Committee has recommended, and our board of directors has determined, that Mr. Chadwick’s simultaneous service on the audit committees of more than three public companies does not impair his ability to effectively serve on our Audit Committee.NYSE rules. The Audit Committee is responsible for, among other ~~things:~~duties:

•~~review of all related person transactions in accordance with our related person 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;

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•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 to audit our financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) ~~financial statements~~ 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 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;

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•the application of information and communication technology;

•the role and performance of our internal audit function;

•reviewing significant cybersecurity matters and concerns, including information security, data protection, and related regulatory matters and compliance;

•overseeing significant tax and treasury matters, including, among others, tax planning and compliance, cash management, investing activities and currency exposures and approving policies related thereto;

•review of all related person transactions in accordance with our related person transactions policy;

•our overall risk profile; and

•attending to such other matters as are specifically delegated to our Audit Committee by our board of directors from time to time.

During fiscal year ~~2022,~~2023, our Audit Committee held ~~six~~five meetings and also acted by unanimous written consent.

Compensation Committee

Our Compensation Committee is currently composed of Ms. Gleeson and Messrs. Abbasi and Chadwick, each of whom is a non-executive member of our board of directors. The Compensation Committee may not be chaired by the Lead Independent Director or by a former executive director. Ms. Gleeson is currently the chair of our Compensation Committee. In the event that Mr. Auvil is appointed to our board of directors at the Annual Meeting, our Compensation Committee will be composed of Ms. Gleeson, as chair, and Messrs. Abbasi and Auvil. Our board of directors has determined that each member and prospective member of our Compensation Committee meets the requirements for independence under the rules of the NYSE and the SEC and is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. The Compensation Committee is responsible for, among other ~~things:~~duties:

•reviewing and approving the compensation, including equity compensation, change-in-control benefits and severance arrangements, of our executive officers (other than the executive directors) and overseeing their performance;

•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;

•implementing and administering our incentive and equity-based compensation plans;

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•determining or, with respect to our executive directors, recommending to the board of directors 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;~~requirements and evolving regulations related thereto;

•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;

•reviewing and monitoring matters related to human capital management, including corporate culture, diversity, equity and inclusion, recruiting, retention, attrition, talent management, and career development and progression; and

•attending to such other matters as are specifically delegated to our Compensation Committee by our board of directors from time to time.

During fiscal year ~~2022,~~2023, our Compensation Committee held four meetings and also acted by unanimous written consent. Also during the fiscal year, the Compensation Committee retained the services of Compensia, to advise on compensation matters, including competitive market pay practices and data analysis of our compensation peer group. The terms of Compensia’s engagement include reporting directly to the Compensation Committee chair. Compensia also coordinated with our management for data collection and job matching for our executive officers. In fiscal year 2023, Compensia provided only compensation-related services for us.

~~Table~~The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of ~~Contents~~the services that such compensation consultant provided, the quality of those services and the fees associated with the services provided during fiscal year 2023. Based on this review, as well as consideration of the factors affecting independence set forth in the rules of the SEC and NYSE relating to the independence of the Compensation Committee’s compensation advisors, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.

For additional information about the roles of each of our Compensation Committee, our management, and Compensia in our compensation process, see “Executive Compensation—Compensation Discussion and Analysis—Compensation-Setting Process” below.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is currently composed of Mr. Puttagunta and Mses. Leibowitz and Marooney, each of whom is a non-executive member of our board of directors. Mr. Puttagunta is the chair of our Nominating and Corporate Governance Committee. Our board of directors has determined that each member of our ~~nominating~~Nominating and ~~corporate committee~~Corporate Governance Committee meets the requirements for independence under the rules of the NYSE. The Nominating and Corporate Governance Committee is responsible for, among other ~~things:~~duties:

•identifying, recruiting, and recommending to our board of directors qualified candidates for appointment as directors and recommending nominees for appointment 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 Nominating and Corporate Governance Committee’s selection criteria for director nominees, and implementing and monitoring such guidelines;

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•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, corporate governance guidelines and exchange listing standards;

•overseeing, and periodically reviewing, our environmental, social and governance activities, programs and public disclosure, including in light of any feedback received from shareholders of the Company; and

•overseeing our board of directors’ evaluation of executive officers.

During fiscal year ~~2022,~~2023, our Nominating and Corporate Governance Committee held two meetings and also acted by unanimous written consent. On ~~July 7, 2022,~~June 14, 2023, the Nominating and Corporate Governance Committee recommended to the board of directors ~~to appoint Mr. Abbasi to temporarily fill the vacancy resulting from Mr. Volpi’s resignation as non-executive director and to~~that it nominate Mr. ~~Abbasi~~Auvil for appointment as a non-executive director at the Annual Meeting. Mr. ~~Abbasi~~Auvil was identified by a third-party director search firm engaged by the Nominating and Corporate Governance Committee to assist in the search for a new member of the board of directors.

We have posted the charters of our Audit, Compensation, and Nominating and Corporate Governance Committees, ~~and any amendments thereto that may be adopted~~as amended from time to time, on our website at ir.elastic.co. ~~Information on or that can be accessed through our website is not part of this proxy statement.~~

Environmental, Social and Governance Matters

In ~~July 2022,~~June 2023, we released our ~~inaugural~~latest annual sustainability report containing various environmental, social, and governance (“ESG”) ~~report.~~data. The report details the ways in which we are addressing today's challenges with transparency and accountability to ~~enhance the lives of~~help build a better world for our employees, customers, and society at ~~large, and it~~large. The report also ~~reviews~~aligns our reporting progress against the Sustainability Accounting Standards Board (SASB) standards for the Software and IT Services industry. We also align with select United Nations Sustainable Development Goals (UN SDGs), ~~where we believe we can have~~and the ~~greatest impact.~~Task Force on Climate-related Financial Disclosures (TCFD), with a focus on ESG-related impacts, risks, and opportunities. We rally around four core ESG pillars: social impact, governance, environmental impact, and our products' societal impact. We believe that operating Elastic in an environmentally and socially responsible manner, while employing principled, effective and transparent governance practices, will help drive long-term value for all of our stakeholders, including our shareholders, employees, customers, creditors and communities.

Our ~~ESG~~sustainability report is available on our website. Nothing on our website, including our ~~ESG~~sustainability report or sections thereof, shall be deemed incorporated by reference into this proxy statement or any other filing with the SEC. Our initiatives and goals are aspirational and may change. Statements regarding our goals are not guarantees or promises

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that they will be met. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made herein or in our ~~ESG~~sustainability report are forward-looking. These statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for fiscal year ~~2022.~~2023.

ESG Oversight

The Nominating and Corporate Governance Committee ~~of the Board~~ oversees our ESG activities, programs, and public disclosure. Additionally, we established an ESG steering committee consisting of several senior

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executives with responsibility for functional areas covering our ~~CFO and COO; Senior Vice President, Global Human Resources; Chief Legal Officer; and Chief Marketing Officer.~~ESG activities. The ESG steering committee’s responsibility is to provide strategic direction and applicable approvals ~~and strategic direction~~ to our cross-functional ESG working group, which implements ESG initiatives throughout Elastic and contributes to developing ESG disclosures. The ESG steering committee also provides updates to the Nominating and Corporate Governance Committee and the Board.

Environment

We believe that environmentally responsible operating practices are important to generating value for our stakeholders, being a good partner to our customers, and being a good employer to our employees.

As a company distributed by design we have a distributed workforce, which helps reduce our environmental footprint by decreasing long commutes and the corresponding environmental impact, energy usage and waste that can come with operating numerous large physical offices that would typically be needed to house a traditional in-office workforce. We are also focused on managing greenhouse gas emissions in order to do our part to help ensure a more stable and secure future. We are thinking beyond our own direct impact and addressing the largest sources of impact within our supply chain.

While we do have physical office spaces throughout the world, ~~the space is limited (as shown by our in-office people-to-desk ratio of 3:1) and~~ we strive to limit the amount of space used to what is necessary to support our operations globally, and ~~as noted previously,~~ we support a distributed workforce by providing reimbursements for home office equipment. Additionally, our workplace team runs several in-office initiatives with the aim to ~~positively impact~~reduce our environmental ~~efforts~~impacts on a daily basis, including plastic water bottle removal, packaging reduction, in-office recycling, bio-waste reduction and water management.

Social Impact (Human Capital Management)

Our employees (whom we call “Elasticians”) and our culture are vital to Elastic’s long-term success. We invest in our people by focusing on:

•~~Attracting,~~attracting, engaging and retaining talent;

•~~Maintaining~~maintaining our strong company culture;

•~~Enhancing~~enhancing our diversity, equity and inclusion (“DEI”);

•~~Continuing~~continuing strong employee engagement;

•~~Facilitating~~facilitating continuous employee learning and development; and

•~~Offering~~offering effective total rewards, including employee well-being.

Our management regularly updates our board of directors and its committees on human capital trends and employee-focused activities and initiatives.

~~Our Culture~~

~~We describe~~As of April 30, 2023, we had a total of 2,886 employees in over 40 countries globally. Over 30% of our ~~culture~~workforce consists of women and employees who self-identify as non-binary. None of our employees are represented by ~~the Elastic “source code,” the things that make Elastic, Elastic. Our source code guides our culture, business, product development, people practices~~a labor union. In certain countries in which we operate, such as France and ~~brand. The guiding ideas are:~~

•~~Home, Dinner. There is no such thing as work-life balance. We are successful if we find balance in life. Elastic empowers its employees with the flexibility to do so. Be home for dinner, go for a run~~

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~~midday, care for a sick child, or visit a parent. Finding balance means being more innovative and efficient at work. Which makes for a better Elastic.~~

•~~Space, Time~~. It’s easy to get stuck in a day-to-day work pattern. Allowing for the space and time to dream requires conscious effort. Embracing a high failure rate does, too. Fulfillment comes from doing the obvious and dreaming up the un-obvious. Both are foundations of Elastic.

•~~IT, Depends~~. It’s pretty complicated to make some things simple, and even more complicated to make other things possible. We embrace and value the knowledge required to do both. When a question is asked, buckle up. Sh*t is about to get real. Your journey will likely start with “it depends.”

•~~Progress, SIMPLE Perfection~~. Perfection is not a destination. Color inside the lines or color outside the lines. Just pick a color. It’s as simple as 2048. An Elastic that moves is an Elastic that survives, thrives, and stands the test of time.

•~~01.02, /FORMAT~~. Our products are distributed by design, our company is distributed by intention. With many languages, perspectives, and cultures, it’s easy to lose something in translation. Over email and chat, doubly so. Until we get a perpetual empathy machine, don’t assume malice. A distributed Elastic makes for a diverse Elastic, which makes for a better Elastic.

•~~As YOU, Are~~. We all come in different shapes with different interests and skills. We all have an accent. Celebrate it. Just come as you are. No need to invest neurons trying to fit an arbitrary mold. We’d rather you put them to work shaping Elastic.

•~~HUMBLE, Ambitious. Ambition drives us to challenge ourselves and the people around us to do better. It is not an excuse to be an *sshole. Be humble. Be ambitious. At Elastic,~~Spain, we are ~~both.~~subject to local labor law requirements that may automatically make our employees subject to industry-wide collective bargaining agreements. We have not experienced any work stoppages.

•~~Speed, SCALE, Relevance~~. Elastic is a search company. We focus on value to users by producing fast results that operate at scale and are relevant. This is our DNA. We believe search is an experience. It is what defines us, binds us, and makes us unique.Distributed Workforce

Elastic ~~was born~~started as a distributed company and continues to be distributed by design. We have designed our processes, systems, and teams so that employees can generally perform their jobs without needing to be physically present in the same room or even in the same time zone. Just as distributed systems are more resilient, we believe that being distributed helps build a strong company that can scale and adapt as new challenges arise. Having a distributed workforce gives us access to a ~~global~~larger candidate

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pool ~~which gives us the opportunity to cast a wider~~for recruiting ~~net,~~across many countries, a critical aspect of helping open our pipelines to a broader set of diverse talent.

Diversity, Equity and Inclusion

Our focus on DEI is critical to how we develop, strengthen and sustain a sense of belonging and inclusion among all Elasticians.

•Balanced ~~Teams.~~Teams. We strive to be an employer of choice for a diverse and inclusive workforce through our talent brand, talent attraction, development, and retention efforts. Our recruiting approach is underpinned by the desire to create balanced teams at Elastic, which includes considering broad aspects of diversity from race and gender mix as well as diversity of thought, experience and tenure when recruiting new team members. ~~In fiscal year 2022, the~~The created-by-women-for-women workplace review site, Fairygodboss, ~~once again~~ recognized Elastic ~~as number one in the Best Technology Company for Women category, and~~ as one of the best workplaces for women in ~~two additional~~three categories: Best Technology Company for Women, Best Company for Women, and Best Company Where CEOs Support Gender Diversity.

•Elastician Resource Groups. We strive to embed DEI deep within our culture through various initiatives, projects and programs, the centerpiece of which is the Elastician Resource Groups, which are organizationally sponsored, self-organized, Elastician-run groups. Aligned to specific shared identities, interests, affinity or allyship, such as Latinx, parent(s), disability or accessibility, Black, LGBTQ+ and ~~others,~~others; each group identifies goals and objectives with executive sponsorship to ensure that they provide tangible benefits and result in all Elasticians feeling a sense of belonging.

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•Fair Pay. We ~~have~~pursue fair and consistent compensation practices through our use of local third-party market data specific to each country, where available, so that we understand local compensation and cost of labor levels. We retain external experts to review our compensation outcomes on an ongoing basis in seeking to ensure they are bias-free and fairly reward employee performance and contributions. We take great pride in our focus on fair pay and the positive results we’ve established. ~~Our external review continues to validate that we have gender-based pay parity between male and female Elasticians globally.~~

•Code of Conduct. All of our employees must adhere to ~~a code~~the Code of ~~business conduct and ethics~~Conduct that sets standards for appropriate behavior and ~~as mentioned above,~~ are required to complete annual training on the ~~code~~Code of ~~business conduct and ethics~~Conduct and training to help prevent, identify and report any type of discrimination and harassment.

Employee Engagement

We are committed to ensuring that Elasticians have a voice in how we can collectively make Elastic a better place to work.

•New Employee Onboarding. Our new employee onboarding experience is centered around attending ~~“X-School”,~~“X-School,” our extensive new-hire orientation program, which enables new Elasticians to meet and collaborate with other new Elasticians from around the globe and to learn about our products and solutions.

•Engagement Surveys. We ~~maintain a regular pulse on how our employees are feeling~~monitor employee morale and attitudes through two primary feedback mechanisms – an annual employee engagement survey and a mid-year pulse survey check-in. The results of these surveys are reviewed at the ~~company,~~Company, functional, team and manager level, ~~with~~and are used to develop action plans put in place annually. Elasticians were highly engaged in providing feedback in fiscal ~~years 2022 and 2021,~~year 2023, with ~~very~~ high participation rates for the mid-year and annual ~~surveys~~survey as well as high engagement scores across a spectrum of questions.

Learning and Development

Our Learning & Organizational Development team’s mission is to enable Elasticians to pursue their purpose, in work and ~~life, makes for a better Elastic.~~life. To that end, we have a variety of ways in which we support the continuous learning and development of all Elasticians, including access to on-demand ~~video based~~video-based learning.

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We also conduct specific programs to develop managers and leaders at Elastic, including our flagship leadership development program - Leading Strategically, an ~~externally-led~~externally led program focused on high-performing leaders who ~~have~~possess the potential to have a significant strategic impact on the achievement of our long-term objectives.

Total Rewards

•Compensation, Benefits and Well-being. We provide market competitive compensation which typically includes cash compensation as well as equity awards. Reflecting our interest in the whole person, we provide programs designed to enable Elasticians to meet their well-being goals, from starting a family to being at their physical and emotional best. These programs include market competitive medical and dental programs, in addition to a focus on mental health and holistic well-being. We provide market competitive paid time off programs, ~~including offering~~which feature 16 weeks of paid leave to all new parents, life-planning benefits and other travel reimbursements for certain healthcare services. In addition, we also provide retirement and income protection plans, which include a 401k plan with a dollar-for-dollar match by Elastic up to 6% of eligible earnings up to a plan-limit maximum for U.S.-based Elasticians as well as similar competitive plans outside of the United States.

•~~Flexible Work Environment.~~ Since inception, we have provided most Elasticians with the ability to work from where they are and as they are. We know that being face-to-face is important too, and we have physical offices around the world to provide a space for employees to work from if they wish.

•Community Involvement ~~in the Community~~. Through our Elastic Cares program, employees can support the charitable organizations that matter the most to them on a local and global level. ~~Elastic Cares is a~~This program ~~consisting of~~encompasses donation matching, our nonprofit organization program which provides our technology for

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free to certain nonprofit organizations, and our volunteer time off ~~(“VTO”)~~ initiative. Employees are encouraged to volunteer for ~~charitable~~these organizations throughout the year using our ~~VTO~~volunteer time off program which provides our employees with 40 hours of volunteer time each year.

~~COVID-19 Response~~

During the COVID-19 pandemic, our primary focus was and continues to be on the safety and well-being of our employees and their families, while also providing them with the flexibility and support needed for the frequently-changing COVID-19 landscape. Given the significant personal and professional impact of the COVID-19 pandemic, we provided reimbursements for home office equipment, pandemic-specific learning opportunities for our employees and fun virtual activities to help teams bond. To allow employees to deal with and alleviate the physical, mental, and emotional effects of the pandemic on themselves and loved ones, we continued offering digital mental health services, COVID leave and company-wide days off called “Shut It Down Days,” generally twice per month. During fiscal 2022, we gradually reopened offices and invited our employees to return to work on a voluntary basis if they wished to do so, reduced travel restrictions, and opened up small in-person events, determined on a regional basis.

Governance

Our board of directors sets high standards for itself and the officers and employees of the Company. Implicit in this philosophy is the importance of sound corporate governance. We believe it is the duty of the board of directors to serve ~~all our stakeholders, including~~ our shareholders and our other stakeholders, and to oversee the management of the Company’s business. To fulfill its responsibilities, the board of directors follows the procedures and standards set forth in our corporate governance guidelines, board rules, ~~code~~Code of ~~business conduct and ethics~~Conduct and other governance policies. To further promote better governance and a higher standard of ethical and professional conduct across the entire company, we have mandatory trainings and policy acknowledgments for employees with respect to our ~~code~~Code of ~~business conduct and ethics~~Conduct and other significant compliance policies. We also maintain an ethics hotline where employees and third parties can confidentially report any concerns about possible violations of our ~~code~~Code of ~~business conduct and ethics~~Conduct and compliance policies. We ~~thoroughly~~ investigate any compliance-related reports we receive through the hotline or other reporting channels and take appropriate remedial action when warranted. You can find certain of our governance documents and compliance policies on our website at www.elastic.co.

We believe that good corporate governance provides a strong foundation for operating our business in a manner that is fair, ethical and responsible and is therefore essential to the long-term success of our company. Our board of directors and its committees participate in setting the tone for our company in this regard, as they regularly review and, as appropriate, update various corporate governance and other key policy documents in light of current regulations and best practices, and monitor and strive to ensure compliance with such corporate governance and key policy documents.

We recognize the importance of diversity within our board of directors and we believe that our business benefits from a board of directors with a wide range of skills and a variety of different backgrounds and that a diverse composition contributes to a well-balanced decision-making process by the board of directors. As such, we have a diversity policy that identifies the importance of considering potential director candidates’ diversity, including nationality, age, gender, race, ethnicity, education and

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experience. Currently, 33.3% of our directors are female and 33.3% of our directors self-identify as being racially, ethnically, or nationally diverse.

We believe that our efforts for effective corporate governance are illustrated by, among others, the following practices:

•Seven out of nine continuing directors and director nominees standing for appointment at the Annual Meeting are independent under the ~~applicable rules and regulations of the SEC and the listing requirements and~~ rules of the NYSE.

•The ~~Chairman~~Chairperson of our board of directors is independent.

•Our board of directors has both a Lead Independent Director and a ~~Vice-Chairman,~~Vice-Chairperson, both of whom are independent.

•All of our board committees are ~~comprised~~composed solely of independent directors.

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•The functioning of our board of directors and board committees is evaluated at least annually.

•The leadership structure of our board of directors is reviewed regularly.

•Our key corporate governance and compliance policies are reviewed regularly.

•Our board of directors and its committees may hire outside advisors independently of management.

•Our insider trading policy contains anti-hedging and anti-pledging provisions.

Global Data Privacy

We are committed to the highest ethical standards and dedicated to complying with all applicable laws and safeguarding all data entrusted to us. Working to maintain the trust and confidence of our customers is at the center of our global privacy and information security program. Elastic’s data protection program and policies ~~(i.e.~~(including our global privacy ~~statement and cookie policy)~~statement) leverage technology and robust governance practices in an effort to protect data. We have dedicated teams that include privacy and compliance counsel, our chief information security officer, our European data protection officer, and experienced security operations teams working to protect data. We invest in technical, organizational, and administrative measures throughout our infrastructure, including our cloud offerings. Elastic’s program includes transparency, physical and logical controls, vulnerability monitoring, data availability, supply-chain risk management and a legal compliance framework designed to address applicable laws and regulations relating to privacy and information security. ~~Further, our services have been independently audited and are the subject of numerous certifications and attestations relating to specified privacy and security standards.~~

Vendor Code of Conduct

We also recognize the foundational value that promoting an ethical business environment brings to all market participants and strive to support a business environment that allows us and our suppliers to flourish. We have adopted and make publicly available a global vendor code of conduct and are working to develop programs using several industry standards such as, among others, International Standards Organization and Organization for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises.

Shareholder Engagement

We are proud of our shareholder engagement efforts and are committed to maintaining outreach to our shareholders. Our relationship with our shareholders is an important part of our Company’s success. In fiscal year 2023, we participated in several shareholder conversations on matters of importance to our shareholders and expect to maintain such engagement efforts. Our management team regularly updates our board of directors and committees on our engagement efforts, providing summaries and analyses of our shareholders’ feedback. We believe that our approach to engaging directly and openly with our

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investors drives increased corporate accountability, improves decision making, and ultimately creates long-term value.

Product Societal Impact

Elastic is committed to building products that create a positive societal impact. The Elastic Search Platform is built on the Elastic Stack, a powerful set of software products that ingest data from any source, in any format, and perform search, analysis, and visualization of that data. The company’s ~~open source~~open-source roots allow Elastic to provide its solutions to a large community of users for free. This encourages innovation and efficiency to operate at scale for both non-profit organizations and for-profit customers. Elastic’s solutions have allowed our customers to positively impact society in various ways, including but not limited to enabling human security and combating trafficking, reducing carbon footprint, and providing energy-savings through efficient and reduced power consumption.

Elastic Community Engagement

At Elastic, community matters. We recognize that our team extends beyond our employees to our community of users, which includes all the users who download our software. Our users interact with us on our website and forums and on Twitter, GitHub, Stack Overflow, Quora, Facebook, and more. In order to build products that best meet our users’ needs, we focus on, and invest in, continuing to build a strong community. Each download of the Elastic Stack is a new opportunity to educate our next contributor, hear about a new use case, explore the need for a new feature, or meet a future member of the team. Community is more than code and it is core to our identity, binding our products closely together with our users.

To recognize the contributions of our community members, we have an Elastic Contributor Program to recognize the hard work of our ~~awesome~~valued contributors, encourage knowledge sharing within the Elastic community and to build friendly competition around contributions. Further, we created the Elastic Excellence Awards program, which celebrates philanthropic, innovative and transformative projects and the people behind them. Through our engagement with our community through programs such as the Elastic Contributor Program and Elastic Excellence Awards, we aim to acknowledge and recognize our valued community members who have brought us to where we are now.

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Policies Governing Director Nominations

Director Nomination Process

Our board of directors is responsible for selecting ~~its own members.~~nominees to the board of directors, who are then appointed by shareholders. Our board of directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate. The Nominating and Corporate Governance Committee makes recommendations to the board of directors regarding the size and composition of the board of directors. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of the board of directors accurately reflects the needs of the Company’s business and, in furtherance of this goal, for proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. The Nominating and Corporate Governance Committee recommends, and our board of directors makes a binding nomination for a candidate to stand for appointment as director by the meeting of shareholders.

Generally, our Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Candidates recommended by shareholders and other stakeholders are given appropriate consideration in the same manner as other candidates. Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed

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questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then ~~meets as a group to discuss~~discusses and ~~evaluate~~evaluates the qualifications and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the board of directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates as director nominees to our board of ~~directors in order for the~~directors. The board of directors considers the committee’s recommendation and determines whether to ~~draw up~~make a binding nomination for appointment of those candidates by the meeting of shareholders.

Shareholders may submit proposals related to the composition of the board of directors as provided in our articles of association and by Dutch law. Such proposals are forwarded to the ~~chairperson~~chair of the Nominating and Corporate Governance Committee for consideration. Directors are appointed by the annual general meeting of shareholders (or an extraordinary meeting of shareholders) at the binding nomination of the board of directors. Additionally, if a binding nomination of the board of directors has been overruled and a subsequent non-binding nomination by the board of directors has been rejected, shareholders may propose a resolution to appoint a board member ~~that~~who was not nominated by the board of directors, and any such resolution requires at least a two-thirds majority of the votes cast at the annual general meeting, provided such majority represents more than half the issued share capital.

Qualifications

In recommending candidates to the board of directors, the Nominating and Corporate Governance Committee takes into consideration the board of directors’ criteria for selecting new directors ~~including, but not limited to,~~described above, as well as such factors as the candidate’s integrity, ~~past achievements,~~ judgment, intelligence, ~~relevant experience~~ and ~~the~~ ability ~~of the candidate~~ to devote adequate time to duties of the board of directors. The Nominating and Corporate Governance Committee does not assign specific weights to particular ~~criteria, and no~~criteria. No particular criterion is a prerequisite for any candidate. ~~We do however~~As discussed earlier, we also consider diversity attributes in reviewing director ~~candidates and do not discriminate on the basis of race, religion, sexual orientation, sex or national origin.~~candidates. In order for the board of directors to fulfill its responsibilities, our Nominating and Corporate Governance Committee believes that the board of directors should include directors possessing a blend of experience, knowledge and ability, regardless of other characteristics.

~~Shareholder Communications~~Communication with the Board

The Company has a process for shareholders and other interested parties who wish to communicate with our board of directors, or with an individual member or members of our board of directors. Shareholders and other interested parties who wish to communicate with our board of directors may write to our board of directors at the address of the Company’s registered office at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands. These communications will be received by our ~~General Counsel~~Chief Legal Officer (“CLO”) and will be presented to our board of directors at the

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discretion of our ~~General Counsel,~~CLO, in consultation with appropriate directors, as necessary. Certain items that are unrelated to our board of directors’ duties and responsibilities may be excluded, such as mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material. The full text of our ~~policies and procedures for bilateral contacts with shareholders,~~stakeholder engagement policy, including information regarding how to contact our non-management directors, is available on our website at ir.elastic.co.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee during our fiscal year ~~2022~~2023 was or has formerly been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the Compensation Committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our Compensation Committee or our board of directors.

Non-Executive Director Compensation

Each non-executive director is eligible to receive compensation for ~~their~~ service on the board of directors and its committees consisting of annual cash retainers and equity awards. Our board of directors has the discretion to revise non-executive director compensation as it deems necessary or appropriate, in

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accordance with our remuneration policy as previously adopted by an annual general meeting of shareholders (the “Remuneration Policy”).

Cash Compensation. InFor fiscal year ~~2022,~~2023, all non-executive directors were eligible to receive the following cash compensation for their services:

•$~~30,000~~35,000 per year for service as a board member;

•$~~19,000~~20,000 per year additionally for service as Lead Independent Director;

•$20,000 per year additionally for service as chairperson of the Audit Committee;

•$10,000 per year additionally for service as an Audit Committee member;

•$15,000 per year additionally for service as chairperson of the Compensation Committee;

•$7,500 per year additionally for service as a Compensation Committee member;

•$~~8,500~~9,000 per year additionally for service as chairperson of the Nominating and Corporate Governance Committee; and

•$4,000 per year additionally for service as a Nominating and Corporate Governance Committee member.

All cash payments to non-executive directors, or the retainer cash payments, are paid quarterly in arrears on a prorated basis.

Equity Compensation. In For fiscal year ~~2022,~~2023, our non-executive directors were eligible for nondiscretionary, automatic grants of restricted stock units, except for any non-employee director who either (i) beneficially owns more than 2% of the outstanding and issued share capital of the Company, or (ii) is a partner or a member of any venture capital firm that owns securities of the Company representing more than 2% of the outstanding and issued share capital of the Company.

•Initial award. Any person who would have first became an eligible non-executive director would have been granted an award of restricted stock units covering a number of shares having a grant date fair value equal to $200,000 pro-rated for the amount of time that remains in the 12-month period prior to the next scheduled annual general meeting of the Company’s shareholders (and if the date of such annual general meeting of the Company’s shareholders is not known, the one-year anniversary of the most recent Annual Award referred to below granted to non-executive directors), rounded down to the nearest whole share (the “Initial Award”). The shares underlying the Initial Award will settle on the earlier of (i) the one-year anniversary of the date the Initial Award is granted or (ii) the day prior to the date of the

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annual general meeting of ~~the Company’s~~our shareholders next following the date the Initial Award is granted, subject to continued service through the applicable vesting date.

•Annual award. For fiscal year ~~2022,~~2023, on the date of the general meeting of the Company’s shareholders, each eligible non-executive director was eligible to be granted an award of restricted stock units covering a number of shares having a grant date fair value equal to $200,000 (the “Annual Award”). The shares underlying the Annual Award will settle on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual general meeting of our shareholders next following the date the Annual Award is granted, subject to continued service through the applicable vesting date.

The grant date fair value is computed in accordance with GAAP.

Any award of restricted stock units granted under our non-executive director compensation policy will fully vest and become exercisable in the event of a change in control, as defined in our amended and restated 2012 Stock Option Plan (the “2012 Plan”) provided that the director remains a director through such change in control. Further, our 2012 Plan provides that in the event of a merger or change in control,

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as defined in our 2012 Plan, each outstanding equity award granted under our 2012 Plan that is held by a non-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, provided such director remains a director through such merger or change in control.

Fiscal ~~2022~~2023 Non-Executive Director Compensation Table

The table below shows the total compensation awarded to those serving as non-executive directors ~~during~~for fiscal year ~~2022:~~2023:


Name	Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)		Total ($)	Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)		Total ($)
Jonathan Chadwick (2)		57,500	199,852	(3)	257,352
Peter Fenton (4)		24,500	—		24,500
Sohaib Abbasi (2)						Sohaib Abbasi (2)	34,046	246,480	(3)	280,526
Jonathan Chadwick (4)						Jonathan Chadwick (4)	62,082	199,941	(5)	262,023
Alison Gleeson ~~(5)~~(2)	Alison Gleeson ~~(5)~~(2)	41,875	199,852	(3)	241,727	Alison Gleeson ~~(5)~~(2)	49,584	199,941	(5)	249,525
Shelley Leibowitz ~~(5)~~(2)	Shelley Leibowitz ~~(5)~~(2)	25,667	199,852	(3)	225,519	Shelley Leibowitz ~~(5)~~(2)	48,583	199,941	(5)	248,524
Caryn Marooney ~~(5)~~(2)	Caryn Marooney ~~(5)~~(2)	34,000	199,852	(3)	233,852	Caryn Marooney ~~(5)~~(2)	38,584	199,941	(5)	238,525
Chetan Puttagunta ~~(5)~~(2)	Chetan Puttagunta ~~(5)~~(2)	67,500	199,852	(3)	267,352	Chetan Puttagunta ~~(5)~~(2)	73,459	199,941	(5)	273,400
Steven Schuurman (6)	Steven Schuurman (6)	30,000	—		30,000	Steven Schuurman (6)	34,584	—		34,584
Michelangelo Volpi (7)	Michelangelo Volpi (7)	—	—		—	Michelangelo Volpi (7)	—	—		—

(1)The amounts shown represent the grant date fair value of restricted stock unit (“RSU”) awards granted in fiscal year ~~2022~~2023 for financial reporting purposes pursuant to the provisions of Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Such amounts do not represent amounts paid to or realized by the non-executive director. See Note 11, “Equity Incentive ~~Plans”~~Plans,” of the ~~notes~~Notes to our ~~consolidated financial statements~~Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year ~~2022~~2023 regarding assumptions underlying valuation of equity awards. Additional information regarding the RSUs awarded to each non-executive director ~~during~~for fiscal year ~~2022~~2023 is set forth in the footnotes below.

(2)As of April 30, ~~2022, Mr. Chadwick~~2023, the non-executive director held ~~1,323~~2,627 RSUs and ~~137,500~~no options to purchase ordinary shares.

(3)Represents the aggregate grant date fair value of RSUs granted to Mr. Abbasi on July 13, 2022, the ~~incumbent~~effective date of his appointment as a non-executive ~~directors~~director, and his annual grants on October ~~1, 2021,~~6, 2022, under the terms of our non-executive director compensation policy for fiscal year ~~2022~~2023 and the 2012 Plan, and calculated in accordance with ASC 718 based on the closing market price of our ordinary shares on the grant ~~date.~~date as reported on the NYSE.

(4)~~Mr. Fenton’s term as a member of our board of directors expired at our 2021 Annual Meeting.~~ As of April 30, ~~2022,~~2023, Mr. ~~Fenton did not hold any~~Chadwick held 2,627 RSUs orand 125,000 options to purchase ordinary shares.

(5)AsRepresents the aggregate grant date fair value of ~~April 30,~~RSUs granted to the incumbent non-executive directors on October 6, 2022, under the terms of our non-executive director ~~held 1,323 RSUs~~compensation policy for fiscal year 2023 and ~~no options to purchase~~the 2012 Plan, and calculated in accordance with ASC 718 based on the closing market price of our ordinary ~~shares.~~shares on the grant date as reported on the NYSE.

(6)Mr. Schuurman did not receive any grants of RSUs or options to purchase ordinary shares infor fiscal year ~~2022~~2023 in accordance with our non-executive director compensation policy, which provides that non-employee directors

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who, at the time of appointment or the date of the annual general meeting, either (i) beneficially owned more than 2% of the outstanding and issued share capital of the Company, or (ii) was a partner or a member of any venture capital firm that owns securities of the Company representing more than 2% of the outstanding and issued share capital of the Company, are not eligible to receive equity awards. As of April 30, ~~2022,~~2023, Mr. Schuurman held no RSUs or options to purchase ordinary shares.

(7)Mr. Volpi, ~~has~~who resigned from the board of directors effective July 13, 2022, waived his right to receive payments of director fees and the annual equity grant to ~~directors. He~~directors for fiscal year 2023. For the period that Mr. Volpi served as a non-executive director during fiscal year 2023, he would have been eligible to receive ~~$39,875~~$6,667 in fees ~~and an RSU award with a grant date fair value of $199,852 calculated in accordance with ASC 718~~ for his service as a director in fiscal year ~~2022.~~2023.

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~~BOARD APPOINTMENTS—~~VOTING PROPOSAL NO. 1
BOARD APPOINTMENTS

~~The board~~At the Annual Meeting, our shareholders will be asked to appoint nominees Paul Auvil, Alison Gleeson and Caryn Marooney as non-executive directors to a term of directors of the Company is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. The board of directors selects the Company’s senior management, delegates authority for the conduct of the Company’s day-to-day operations to those senior managers, and monitors their performance. Members ofservice on the board of directors ~~are kept informed~~that will expire at the annual general meeting of shareholders to be held in 2026. Mses. Gleeson and Marooney currently serve on the ~~Company’s business by, among other things, participating in meetings~~board of directors. Mr. Auvil was first nominated to stand for appointment to the board of directors ~~and committees and by reviewing analyses and reports provided to them.~~at the Annual Meeting.

The board of directors is currently ~~made up~~composed of nine directors. We have a one-tier board of directors, consisting of two executive directors and seven non-executive directors.

Under the Company’s articles of association, all directors may ~~hold office~~be appointed for a maximum term of three years provided that such term shall lapse ultimately immediately after the close of the first annual general meeting held after three years have lapsed since the appointment, or until their earlier death, resignation or removal. A director may be reappointed, and the three-year maximum term may be deviated from by resolution of the general meeting of shareholders upon a proposal of the board of directors.

The ~~members of our board of directors have been appointed to staggered terms. The~~ terms of ~~Ms.~~Mr. Chadwick and Mses. Gleeson and Marooney ~~and Messrs. Puttagunta and Schuurman~~ will expire at the Annual Meeting; the terms of Ms. ~~Gleeson~~Leibowitz and ~~Mr. Chadwick will expire at the annual general meeting of shareholders to be held in 2023; the terms of Mr.~~Messrs. Banon and ~~Ms. Leibowitz~~Puttagunta will expire at the annual general meeting of shareholders to be held in 2024; and the ~~term~~terms of ~~Mr.~~Messrs. Kulkarni, Abbasi and Schuurman will expire at the annual general meeting of shareholders to be held in 2025. Mr. Abbasi was appointed to our board of directors to temporarily fill the vacancy resulting from Michael Volpi’s resignation, such appointment and resignation both effective as of July 13, 2022. The term of Mr. Abbasi’s temporary appointment will expire upon the earlier of (i) the vacancy created by Mr. Volpi’s resignation being filled, which will occur if Mr. AbbasiChadwick is ~~appointed upon conclusion of~~not standing for re-election at the Annual ~~Meeting in accordance with voting proposal no. 1, (ii) the board appointing another person to temporarily fill such vacancy or (iii) the vacancy has been cancelled.~~Meeting.

~~The board of directors, following~~Following the recommendation of the Nominating and Corporate Governance Committee, the board of directors has made a binding nomination to ~~elect~~appoint Mr. ~~Abbasi~~Auvil and to ~~re-elect Ms.~~re-appoint Mses. Gleeson and Marooney ~~and Messrs. Puttagunta and Schuurman~~ as non-executive directors, in accordance with article 7.2 of the Company’s articles of association.

~~The~~If shareholders appoint the nominees to the board of directors ~~recommends a vote “FOR”~~at the ~~appointment of each of Ms. Marooney and Messrs. Abbasi, Puttagunta and Schuurman.~~

~~If appointed,~~Annual Meeting, the ~~term~~terms of office for ~~Ms. Marooney~~such directors will expire at the end of the ~~2023~~2026 annual general meeting of ~~shareholders, the term of office for Mr. Puttagunta will expire at the end of the 2024 annual general meeting of shareholders,~~shareholders.

Each nominee has consented to be named as a nominee in this proxy statement and ~~the terms of office for Messrs. Abbasi and Schuurman will expire at the end of the 2025 annual general meeting of shareholders.~~to serve as director if appointed.

Other than as disclosed in this proxy statement regarding compensation for non-executive directors, which each of the director nominees would receive if ~~elected,~~appointed, there are no arrangements or understandings between the nominees, directors or executive officers and any other person pursuant to which our nominees, directors or executive officers have been selected for their respective positions.

Required Vote

~~Ms.~~Mr. Auvil and Mses. Gleeson and Marooney ~~and Messrs. Abbasi, Puttagunta and Schuurman~~ will each be appointed to the board of directors unless a two-thirds majority of the votes cast for such nominee at the Annual Meeting, which votes must represent more than one-half of the issued and outstanding share capital, are cast against such nominee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.

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VOTING PROPOSAL NO. 2
ADOPTION OF DUTCH STATUTORY ANNUAL ~~ACCOUNTS—VOTING PROPOSAL NO. 2~~ACCOUNTS

At the Annual Meeting, our shareholders will be asked to adopt the Dutch Statutory Annual Accounts for fiscal year ~~2022,~~2023, which are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). The report of PricewaterhouseCoopers Accountants N.V. for fiscal year ~~2022,~~2023 is included in the Dutch Statutory Annual Accounts.

In accordance with article 10.1.4 of the Company’s articles of association, the board of directors of the Company has determined that the net loss for fiscal year ~~2022~~2023 is added to the other reserve-accumulated losses.

As a public company with limited liability incorporated under the laws of the Netherlands, the Company is required by Dutch law to prepare the accounts and submit them to shareholders for adoption. The Company’s Dutch Statutory Annual Accounts are different from the consolidated financial statements contained in our annual report on Form 10-K for fiscal year ~~2022,~~2023, which were prepared in accordance with GAAP and filed with the SEC.

A copy of the Dutch Statutory Annual Accounts will be available free of charge on our website at ir.elastic.co ~~at our offices at 800 West El Camino Real, Suite 350 Mountain View, California 94040~~ and at our offices in the Netherlands at Keizersgracht 281, 1016 ED Amsterdam.

A representative of PricewaterhouseCoopers Accountants N.V. will be present at the Annual Meeting and will be available to respond to appropriate questions from shareholders, and will be given an opportunity to make a ~~statement.~~statement if the representative desires to do so.

Required Vote

The adoption of the Company’s Dutch Statutory Annual Accounts for fiscal year ~~2022~~2023 requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADOPTION OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS.

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VOTING PROPOSAL NO. 3
APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE EXTERNAL AUDITOR OF ~~OUR~~ DUTCH STATUTORY ANNUAL ~~ACCOUNTS—VOTING PROPOSAL NO. 3~~ACCOUNTS

~~The~~In accordance with our articles of association, the Board has nominated PricewaterhouseCoopers Accountants N.V. for appointment to serve as the external auditor of our Dutch ~~statutory annual accounts~~Statutory Annual Accounts to be prepared in accordance with IFRS for the fiscal year ending April 30, ~~2023, and, in accordance with~~2024. At the Annual Meeting, our ~~Articles of Association, we are requesting that~~ shareholders will be asked to appoint PricewaterhouseCoopers Accountants N.V. as external auditor of such annual accounts. PricewaterhouseCoopers Accountants N.V. has acted as the auditor of our Dutch ~~statutory annual accounts~~Statutory Annual Accounts since 2018. Representatives of PricewaterhouseCoopers Accountants N.V. will be present at the meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Required Vote

The appointment of PricewaterhouseCoopers Accountants N.V. requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE EXTERNAL AUDITOR OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FISCAL YEAR ENDING APRIL 30, ~~2023.~~2024.

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VOTING PROPOSAL NO. 4
RATIFICATION OF ~~THE~~ SELECTION OF PRICEWATERHOUSECOOPERS LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~ACCOUNTING FIRM—VOTING PROPOSAL NO. 4~~

Introduction

The Audit Committee has selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the GAAP consolidated financial statements of the Company for the fiscal year ending April 30, ~~2023.~~2024. In addition, the board of directors has directed that management submit the selection of PricewaterhouseCoopers LLP as the Company’s registered public accounting firm for ratification by ~~the~~our shareholders at the Annual Meeting. The board of directors recommends that shareholders vote “FOR” the ratification and selection of PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP also served as the Company’s independent registered public accounting firm for fiscal year ~~2022.~~2023. Representatives of PricewaterhouseCoopers LLP will be present at the meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Although action by shareholders is not required by law, the board of directors has determined that ~~it is desirable to request~~ ratification of this selection byaffords shareholders an opportunity to provide their view to the ~~shareholders.~~Company on an important issue of corporate governance. Notwithstanding the ratification of this selection by the shareholders, the Audit Committee, in its discretion, may direct the selection of a new independent registered public accounting firm at any time during the year, if the Audit Committee feels that such a change would be in the best interest of the Company and its ~~shareholders.~~stakeholders. In the event of a negative vote on ratification, the Audit Committee will reconsider its selection.

Principal Accounting Fees and Services

The following table presents fees for professional audit services and other services rendered to the Company by its principal independent registered public accounting firm and its affiliates for fiscal years ~~2022~~2023 and ~~2021.~~2022. The dollar amounts in the table ~~and accompanying footnotes~~ are in thousands.


		Fiscal Year 2022		Fiscal Year 2021			Fiscal Year 2023		Fiscal Year 2022
Audit Fees (1)	Audit Fees (1)	$	3,687,337	$	2,968,283	Audit Fees (1)	$	3,569	$	3,687
Audit-Related Fees (2)	Audit-Related Fees (2)	383,000		137,450		Audit-Related Fees (2)	—		383
Tax Fees (3)		—		10,316

All Other Fees ~~(4)~~(3)	All Other Fees ~~(4)~~(3)	11,838		5,781		All Other Fees ~~(4)~~(3)	11		12
Total	Total	$	4,082,175	$	3,121,830	Total	$	3,580	$	4,082

(1)Audit Fees consist of fees for professional services rendered in connection with the integrated audit of our annual ~~consolidated~~ financial statements, management’s report on internal controls, the review of our quarterly ~~condensed~~ consolidated financial statements, and audit services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits.

(2)Audit-Related Fees are fees for assurance and related services that are reasonably associated towith the performance of the audit or review of our consolidated financial statements or internal control over financial reporting and are not included in “Audit Fees.”

(3)Tax Fees include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax and assistance with tax audits.

~~(4)~~All Other Fees consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above. These services ~~specifically relate to~~include subscription fees paid for access to online accounting research software and regulatory applications.

No tax fees from the Company’s principal independent registered public accounting firm and its affiliates were incurred in either fiscal year 2023 or fiscal year 2022.

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All services provided by PricewaterhouseCoopers LLP and its affiliates for our fiscal years ~~2022~~2023 and ~~2021~~2022 were approved by our Audit Committee.

~~Table of~~ ~~Contents~~

Pre-Approval of Audit and Non-Audit Services

The Audit Committee has established a policy governing the Company’s use of its principal independent registered public accounting firm for non-audit services. Under the policy, the Audit Committee must pre-approve all audit and non-audit services performed by the Company’s independent registered public accounting firm, unless subsequent approval is permitted under the rules and regulations of the SEC, in order to ensure that the provision of such services does not impair the public accountants’ independence.

Required Vote

The ratification of the selection of PricewaterhouseCoopers LLP requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, ~~2023.~~2024.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is responsible for assisting our board of directors in fulfilling its oversight responsibilities regarding the Company’s financial accounting and reporting processes, system of internal control, audit process, and process for monitoring compliance with laws and regulations.

Management of the Company has the primary responsibility for preparing the Company’s consolidated financial statements, as well as establishing and maintaining the integrity of the Company’s financial reporting process, accounting principles and internal controls. PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, is responsible for performing an audit of the Company’s consolidated financial statements and internal control over financial reporting and expressing an opinion as to the conformity of such financial statements with U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee reviewed and discussed the audited financial statements of the Company as of and for the year ended April 30, ~~2022~~2023 with the Company’s management and PricewaterhouseCoopers LLP. The Audit Committee also discussed with PricewaterhouseCoopers LLP critical audit matters included in the firm’s audit opinion and discussed the firm’s opinion regarding the Company’s internal control over financial reporting. In addition, the Audit Committee discussed with PricewaterhouseCoopers LLP the overall scope, plans, and estimated costs of PricewaterhouseCoopers LLP’s audits. To ~~ensure~~address independence, the Audit Committee met separately with PricewaterhouseCoopers LLP and members of the Company’s management. These reviews included discussion with the independent registered public accounting firm of matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by the PCAOB requiring independent registered public accounting firms to annually disclose in writing all relationships that, in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and to engage in a discussion of independence, and it has discussed with PricewaterhouseCoopers LLP its independence from the Company. The Audit Committee also met with PricewaterhouseCoopers LLP periodically to discuss the results of their examinations, the overall quality of the Company’s financial reporting, and their reviews of the Company’s quarterly financial statements.

Based on the reviews and discussions described above, the Audit Committee recommended to the board of directors the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, ~~2022~~2023 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee:

Jonathan Chadwick ~~(Chair)~~(Chairperson)

Shelley Leibowitz

Chetan Puttagunta

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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VOTING PROPOSAL NO. 5
GRANT OF FULL DISCHARGE TO EXECUTIVE ~~DIRECTOR—VOTING PROPOSAL NO. 5~~DIRECTORS

At the Annual Meeting, our shareholders will be asked to grant a discharge to the executive directors of the Company who were in office during fiscal year ~~2022~~2023 from their liability with respect to the performance of their duties as executive directors of the Company during fiscal year ~~2022.~~2023. The scope of the discharge extends to the facts that are apparent from the Dutch Statutory Annual Accounts and facts that are otherwise known to the general meeting of shareholders.

Required Vote

The approval to grant the discharge to the executive directors of the Company requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE GRANTING OF FULL DISCHARGE FROM LIABILITY TO THE EXECUTIVE DIRECTORS.

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VOTING PROPOSAL NO. 6
GRANT OF FULL DISCHARGE TO NON-EXECUTIVE ~~DIRECTORS—VOTING~~

~~PROPOSAL NO. 6~~DIRECTORS

At the Annual Meeting, our shareholders will be asked to grant a discharge to the non-executive directors of the Company who were in office during fiscal year ~~2022~~2023 from their liability with respect to the performance of their duties as non-executive directors of the Company during fiscal year ~~2022.~~2023. The scope of the discharge extends to the facts that are apparent from the Dutch Statutory Annual Accounts and facts that are otherwise known to the general meeting of shareholders.

Required Vote

The approval to grant the discharge to the non-executive directors of the Company requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE GRANTING OF FULL DISCHARGE FROM LIABILITY TO THE NON-EXECUTIVE DIRECTORS.

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VOTING PROPOSAL NO. 7
AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES

At the Annual Meeting, our shareholders will be asked to authorize the board of directors, on the Company’s behalf, to issue the Company’s ordinary shares and grant rights to acquire the Company’s ordinary shares in an amount up to 20% of the issued share capital of the Company as of August 21, 2023 (the “Share Authorization”). The Share Authorization, if approved, will be valid for a period of 18 months from the date of the Annual Meeting.

Reasons for the Share Authorization

We are requesting approval of the Share Authorization to comply with provisions of our articles of association under Dutch law that govern the power of our board of directors to authorize the issuance of our ordinary shares and grants of rights to acquire our ordinary shares, such as warrants, options and other securities convertible into or exercisable or exchangeable for, or restricted stock units or other rights to purchase or otherwise acquire, ordinary shares.

Boards of directors of U.S.-incorporated companies generally have the power, subject to exceptions specified in their corporate law, to issue shares of their capital stock and to grants rights to acquire their capital stock without approval of their shareholders. As a company incorporated under Dutch law, we are subject to different legal requirements with regard to the authority of our board of directors. Our articles of association provide that ordinary shares may be issued, or rights to subscribe for our ordinary shares may be granted, either pursuant to a resolution of the general meeting of shareholders or, alternatively, by our board of directors only if so authorized by the general meeting of shareholders.

Approval of this voting proposal would preserve the ability of our board of directors, to the extent of the Share Authorization, to authorize share issuances and grants of rights consistent with the authority it has possessed since the Company’s initial public offering. Prior to the initial public offering, our board of directors was authorized (i) to issue ordinary shares and grant rights to subscribe for ordinary shares up to the amount of the Company's authorized share capital for ordinary shares at the time of the issuance and (ii) to limit or exclude pre-emptive rights on the issuance of ordinary shares, in each case for a period of five years from October 10, 2018. This authorization will expire shortly after the Annual Meeting.

At the Annual Meeting, our shareholders will therefore be asked to approve the Share Authorization to preserve the ability of the board of directors to issue the Company’s ordinary shares and grant rights to acquire the Company’s ordinary shares. Our shareholders will also be asked at the Annual Meeting, in voting proposal no. 8, to authorize the board of directors to restrict or exclude pre-emptive rights on the issuance of ordinary shares or grant of rights covered by the Share Authorization up to a number of shares equal to 10% of the issued share capital of the Company as of August 21, 2023.

Authorization of boards of directors to issue ordinary shares with certain limitations is market standard, and is generally a recurring agenda item at annual shareholders meetings of U.S.-listed companies incorporated under Dutch law.

The Share Authorization will allow us to pursue certain transactions requiring future issuances of the Company’s ordinary shares or future grants of rights to acquire the Company’s shares, including securities convertible into or exercisable or exchangeable for, or restricted stock units or other rights to purchase or otherwise acquire, the Company’s ordinary shares, which we refer to as convertible securities. Those transactions may include, among others:

•the issuance of ordinary shares and convertible securities in connection with the 2012 Plan and the 2022 employee stock purchase plan;

•the issuance of ordinary shares and convertible securities in connection with acquisitions of other companies and other business combinations, and otherwise in connection with the growth and expansion of our business;

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•the issuance of ordinary shares or convertible securities in connection with capital-raising and other financing transactions, strategic transactions and recapitalization transactions, or the declaration of stock dividends; and

•the issuance of ordinary shares or convertible securities in connection with other corporate transactions that implement proper business purposes determined by our board of directors to be advisable and in the best interest of the Company and our stakeholders.

As of the date of this proxy statement, we have no plans to issue ordinary shares or convertible securities other than where necessary to implement the 2012 Plan and the 2022 employee stock purchase plan. Many of the above types of transactions arise under circumstances requiring prompt action and do not allow the necessary time to seek shareholder approval to authorize the issuance of additional ordinary shares or convertible securities. The board of directors believes that it is advisable and in the best interest of the Company and our stakeholders to provide the Share Authorization for general purposes in order to avoid the delay and expense of obtaining shareholder approval at a later date, and to provide us with greater flexibility to pursue financing opportunities or acquisitions when market conditions are favorable. The terms of any future issuance of ordinary shares, including any issuance pursuant to convertible securities, will depend largely upon market and financial conditions, the nature and terms of any prospective transaction, and other factors existing at the time of issuance.

If our shareholders approve the Share Authorization, the additional ordinary shares and convertible securities would be available for future issuance without future action by our shareholders, unless such an action would be required by applicable laws or regulations, including requirements of Dutch law or the rules of the NYSE, on which our ordinary shares currently are listed, or of any other national securities exchange on which the ordinary shares may be listed in the future.

The issuance of a large number of ordinary shares could dilute the Company’s shareholders and reduce the trading price of the Company’s ordinary shares on the NYSE.

Currently Authorized Share Capital

Our articles of association provide that up to 330,000,000 shares in the Company’s share capital may be issued, each with a nominal value of €0.01, consisting of:

•165,000,000 ordinary shares, of which a total of 98,419,072 shares were issued and outstanding as of August 21, 2023; and

•165,000,000 preference shares, of which no shares were issued and outstanding as of August 21, 2023.

The ordinary shares are registered under the Exchange Act and listed on the NYSE. We have no other class of share capital that is registered under the Exchange Act or listed on any securities exchange.

If our shareholders approve the Share Authorization, the ordinary shares that may be issued pursuant to the Share Authorization will be part of the existing class of ordinary shares and will have no effect on the terms of the ordinary shares or the rights of the holders of ordinary shares. If and when issued, ordinary shares will have the same rights and privileges as the ordinary shares that are currently outstanding.

Required Vote

The resolution to grant the Share Authorization requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO ~~REPURCHASE~~ISSUE ORDINARY SHARES ~~IN THE CAPITAL OF THE COMPANY—~~AND GRANT RIGHTS TO ACQUIRE ORDINARY SHARES.

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VOTING PROPOSAL NO. 78
AUTHORIZATION OF THE BOARD TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS FOR ISSUANCES OF SHARES AND GRANTS OF RIGHTS

At the Annual Meeting, our shareholders will be asked to authorize the board of directors to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights to acquire ordinary shares under the Share Authorization described in voting proposal no. 7, if such authorization is approved by our shareholders, provided that the authorization to exclude pre-emptive rights will be limited to a number of shares equal to 10% of the issued share capital of the Company as of August 21, 2023 (the “Pre-emptive Rights Authorization”). The Pre-emptive Rights Authorization, if approved, will be valid for a period of 18 months from the date of the Annual Meeting.

Approval of the Pre-emptive Rights Authorization would permit the board of directors to issue shares in an amount of up to 10% the issued share capital of the Company as of August 21, 2023 pursuant to its authority under the Share Authorization, if approved at the Annual Meeting, without requiring that holders of our ordinary shares be given rights to subscribe on a pro rata basis for any issue of new ordinary shares, or to subscribe for ordinary shares upon a grant of rights, such as warrants, options and other securities convertible into or exercisable or exchangeable for, or restricted stock units or other rights to purchase or otherwise acquire, ordinary shares, where this would otherwise have been required as a matter of Dutch law. Pre-emptive rights are granted by provisions of our articles of association in accordance with Dutch law, but are generally not a feature of share issuances by U.S.-incorporated public companies.

Pre-emptive Rights

Dutch law and our articles of association give holders of ordinary shares pre-emptive rights to subscribe on a pro rata basis for certain issues of new ordinary shares or, upon a grant of rights, to subscribe for ordinary shares. Holders of ordinary shares have no pre-emptive rights upon (i) the issue of ordinary shares against a payment in kind (being a contribution other than in cash); (ii) the issue of ordinary shares to our employees or the employees of a member of our group; and (iii) the issue of ordinary shares to persons exercising a previously granted right to subscribe for ordinary shares.

Pursuant to our articles of association, a general meeting of shareholders may restrict or exclude the pre-emptive rights of shareholders or designate our board of directors to do so. A resolution of the general meeting to restrict or exclude pre-emptive rights may be adopted only if and insofar as the board of directors is not authorized to restrict or exclude pre-emptive rights, on the proposal of our board of directors.

The designation of our board of directors as the body competent to restrict or exclude the pre-emptive rights may be extended by a resolution of a general meeting for a period not exceeding five years in each case. Designation by resolution of the shareholders at a general meeting may not be withdrawn unless determined otherwise at the time of designation.

Reasons for the Pre-emptive Rights Authorization

If the Share Authorization is approved in accordance with voting proposal no. 7, approval of the Pre-Emptive Rights Authorization at the Annual Meeting would preserve the ability of our board of directors, to the extent of the Pre-emptive Rights Authorization, to authorize share issuances and grant rights free of pre-emptive rights consistent with the authority it has possessed since the Company’s initial public offering. Prior to the initial public offering, our board of directors was authorized to restrict or exclude pre-emptive rights in connection with an issuance of ordinary shares or grant of rights for a period of five years from October 10, 2018. This authorization will expire shortly after the Annual Meeting.

At the Annual Meeting, our shareholders will therefore be asked to authorize the board of directors to restrict or exclude pre-emptive rights on ordinary shares, which authorization may only be used to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights on ordinary shares

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authorized pursuant to voting proposal no. 7, if the Share Authorization is approved by our shareholders, and only up to a number of shares equal to 10% of the issued share capital of the Company as of August 21, 2023.

Authorization of boards of directors to restrict or exclude pre-emptive rights on ordinary shares with certain limitations is market standard, and is generally a recurring agenda item at annual shareholders meetings of U.S.-listed companies incorporated under Dutch law.

The Pre-emptive Rights Authorization will allow us to pursue certain transactions requiring future issuances of ordinary shares or future grants of rights to acquire ordinary shares, as more fully described in voting proposal no. 7. Many such transactions arise under circumstances requiring prompt action and do not allow the necessary time to seek shareholder approval to restrict or exclude pre-emptive rights on ordinary shares or grants of rights. The board of directors believes that it is advisable and in the best interest of the Company and our stakeholders to provide the Pre-emptive Rights Authorization for general purposes in order to avoid the delay and expense of obtaining shareholder approval at a later date, and to provide us with greater flexibility to pursue certain potential transactions described in voting proposal no. 7.

Required Vote

The resolution to grant the Pre-emptive Rights Authorization requires a two-thirds majority of the votes cast at the Annual Meeting where at least one-third of the issued and outstanding ordinary shares of the Company are represented, provided that a simple majority of the votes cast suffices if at least half of the issued and outstanding ordinary shares of the Company are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS FOR ISSUANCES OF ORDINARY SHARES AND GRANTS OF RIGHTS AUTHORIZED.

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VOTING PROPOSAL NO. 9
AUTHORIZATION OF THE BOARD OF DIRECTORS TO REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY

At the Annual Meeting, our shareholders will be asked to authorize the board of directors, on the Company’s behalf, for a period of 18 months after the Annual Meeting date, to repurchase the Company’s ordinary shares up to a maximum of 10% of the issued share capital at the date of acquisition on a stock exchange or otherwise, at a price per share between (i) an amount equal to the nominal value of the ordinary shares and (ii) an amount equal to 110% of the market price of an ordinary share on such stock exchange, the market price being the average of the highest price on each of the five days of trading prior to the day of the ~~acquisition, for a period of 18 months.~~acquisition. This authorization, if ~~given,~~approved by our shareholders, will supersede and replace the board of directors’ existing repurchase authorization ~~granted~~approved by shareholders at the 2022 Annual Meeting on October ~~1, 2021.~~6, 2022.

Pursuant to Dutch law and our articles of association, our board of directors requires, subject to certain exemptions, an authorization by our shareholders to be able to repurchase shares in the Company's capital. The purpose of this proposal to renew the board’s existing authority is to give the board flexibility in repurchasing ordinary shares for, among other ~~considerations,~~purposes, to effect the return of capital to the Company’s shareholders and/or, to the extent such authorization is required, to fulfill the Company’s obligations under its 2012 ~~Plan. This authority to repurchase shares is similar to that generally afforded under applicable state laws to many public companies domiciled in~~Plan and the ~~U.S. and in accordance with market practice for Dutch listed companies.~~2022 employee stock purchase plan.

Required Vote

The resolution to authorize the board of directors to repurchase shares in the capital of the Company requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY.

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~~APPROVAL OF THE ELASTIC N.V. 2022 EMPLOYEE STOCK PURCHASE PLAN—~~VOTING PROPOSAL NO. 8

~~Introduction~~

On August 16, 2022 on the recommendation of the Compensation Committee, the board of directors unanimously adopted the Elastic N.V. 2022 Employee Stock Purchase Plan (the “ESPP”), subject to the approval of the shareholders of the Company. The ESPP is a broad-based plan that provides an opportunity for eligible employees of the Company and its designated subsidiaries and affiliates to purchase ordinary shares of the Company (referred to herein as “shares”) through periodic payroll deductions at a discount from the then-current market price. The ESPP does not provide for discretionary grants. If approved by the Company’s shareholders, a total of 6,000,000 shares will be made available for purchase under the ESPP.

~~Shareholder Approval Requirement~~

The approval of the ESPP requires an affirmative vote of a simple majority of votes cast in the Annual Meeting where at least one-third of the issued and outstanding shares are represented. Shareholders are requested in this proposal to approve the ESPP in substantially the form attached hereto as Appendix A. If shareholders do not approve this proposal, then the ESPP will not become effective.

~~Purpose of the Request for Approval~~

Approval of the ESPP by the shareholders will enable the Company to offer a current market-competitive, broad-based stock purchase plan to employees of the Company and its subsidiaries and affiliates on a global basis. The board of directors believes that the ESPP is in the best interest of the Company because it will help us to attract, retain, motivate and reward eligible employees and promote employee share ownership, which aligns employees’ interests with those of the Company. The board of directors believes that the ESPP is essential to the Company’s ability to attract, retain and motivate highly qualified employees in the current competitive labor markets in which we operate.

~~Key Features of the ESPP~~

The principal features of the ESPP are summarized below, but the summary is qualified in its entirety by reference to the full text of the ESPP. A copy of the ESPP is attached to this Proxy Statement as Appendix A, and is incorporated herein by reference. For purposes of this proposal, “Committee” means the Compensation Committee of our board of directors, and “Administrator” means the Committee or, subject to applicable law, a subcommittee of the Committee or one or more of the Company’s officers or management team appointed by the board of directors or Committee to administer the day-to-day operations of the ESPP.

~~Purpose of the ESPP~~

The purpose of the ESPP is to provide an opportunity for eligible employees of the Company and any subsidiary or affiliate of the Company that has been designated by the Administrator (each, a “Designated Company”) to purchase shares of the Company at a discount through voluntary contributions from such employees’ eligible pay, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such employees and the Company’s shareholders.

The rights granted under the ESPP are intended to be treated as either (i) purchase rights granted under an “employee stock purchase plan,” as that term is defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”) (i.e., rights granted under a “Section 423 Offering”), or (ii) purchase rights granted under an employee stock purchase plan that is not subject to the requirements of Section 423 of the Code (i.e., rights granted under a “Non-423 Offering”). The Administrator has discretion to grant purchase rights under either a Section 423 Offering or a Non-423 Offering.

~~Shares Subject to Plan and Adjustments upon Changes in Capitalization~~

~~A total of~~ ~~6,000,000~~ of the Company’s shares will be initially authorized and reserved for issuance under the ESPP. Such shares may be authorized but unissued shares or reacquired shares. Shares withheld to satisfy tax withholding obligations arising under the ESPP will not reduce the number of shares available for purchase under the ESPP.

~~Table of~~ ~~Contents~~

In the event of any change affecting the number, class, value, or terms of the shares of the Company, resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination, reclassification or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation or any other change in the corporate structure or shares, including any extraordinary dividend or extraordinary distribution (but excluding any regular cash dividend), then the Committee, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as it may deem equitable, adjust the number and class of shares that may be delivered under the ESPP (including numerical limits), the purchase price per share and the number of shares covered by each purchase right under the ESPP that has not yet been exercised.

~~Administration~~

The ESPP will be administered by the Committee and any authority or responsibility that may be exercised by the Committee may alternatively be exercised by the board of directors. The Committee may delegate its authority to a subcommittee, one or more of the other parties comprising the Administrator or other persons or groups of persons, including to assist with the day-to-day administration of the ESPP. The Administrator will have, among other authority, the authority to interpret, reconcile any inconsistency in, correct any default in and apply the terms of the ESPP, to determine eligibility and adjudicate disputed claims under the ESPP, to determine the terms and conditions of purchase rights under the ESPP, to establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems appropriate for the proper administration of the ESPP, to amend an outstanding right to purchase shares, and to make any other determination and take any other action desirable for the administration of the ESPP. For purchase rights granted under a Section 423 Offering, the Administrator is authorized to adopt such rules and regulations for administering the ESPP as it may deem necessary to comply with the requirements of Section 423 of the Code.

~~Non-U.S. Sub-Plans~~

The Administrator will also have the authority to adopt such sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who are foreign nationals or employed outside of the U.S. Such sub-plans may vary from the terms of the ESPP, other than with respect to the number of shares reserved for issuance under the ESPP, to accommodate the requirements of local laws, customs and procedures for non-U.S. jurisdictions. For this purpose, the Administrator is authorized to adopt sub-plans for non-U.S. jurisdictions that vary from the terms of the ESPP regarding, without limitation, eligibility to participate, the definition of eligible pay, the dates and duration of offering periods or other periods during which participants may make contributions towards the purchase of shares, the method of determining the purchase price and the discount at which shares may be purchased, any minimum or maximum amount of contributions a participant may make in an offering period or other specified period under the applicable sub-plan, the handling of payroll deductions and the methods for making contributions by means other than payroll deductions, the treatment of purchase rights upon a corporate transaction (as defined in the ESPP) or a change in capitalization of the Company, the establishment of bank accounts, building society accounts or trust accounts to hold contributions, the payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures, handling of share issuances and withdrawal from the ESPP.

~~Eligibility~~

Generally, any individual in an employee-employer relationship with the Company or a Designated Company is eligible to participate in the ESPP and may participate by completing the online enrollment process or other procedures specified by the Administrator. For purposes of a Non-423 Offering and subject to the Administrator’s sole discretion, individuals who are employed or engaged by a third party agency but provide services to the Company or a Designated Company at the direction of the Company or a Designated Company may be eligible to participate in the ESPP by completing the online enrollment process or other procedures specified by the Administrator. As of ~~July 31, 2022, approximately 2,834 employees, including three~~ ~~executive officers, were eligible to participate in the ESPP.~~

However, the Administrator, in its discretion, may determine on a uniform basis for an offering that employees will not be eligible to participate if they: (i) have not completed at least two years of service since their last hire date (or such lesser period of time determined by the Administrator), (ii) customarily work not more than 20 hours per week (or such lesser period of time determined by the Administrator), (iii) customarily work not more than five months per calendar year (or such lesser period of time determined by the Administrator), (iv) are highly compensated employees within the meaning of Section 414(q) of the Code, or (v) are highly compensated

~~Table of~~ ~~Contents~~

employees within the meaning of Section 414(q) of the Code with compensation above a certain level or who are officers subject to the disclosure requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

No employee is eligible for the grant of any purchase rights under the ESPP if, immediately after such grant, the employee would own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or of any subsidiary or parent of the Company (including any shares which such employee may purchase under all outstanding purchase rights), nor will any employee be granted purchase rights to buy more than $25,000 worth of shares (determined based on the fair market value of the shares on the date the purchase rights are granted) under the ESPP in any calendar year such purchase rights are outstanding.

Eligible employees who are citizens or residents of a jurisdiction outside the U.S. may be excluded from participation in the ESPP if their participation is prohibited under local laws or if complying with local laws would cause the ESPP or a Section 423 Offering to violate Section 423 of the Code. In the case of a Non-423 Offering, eligible employees may be excluded from participation in the ESPP or an offering if the Administrator has determined that participation of such eligible employees is not advisable or practicable for any reason.

~~Offering Periods~~

The ESPP will be implemented by consecutive or overlapping offering periods, as specified by the Administrator, with a new offering period commencing on the first trading day of the relevant offering period and terminating on the last trading day of the relevant offering period. The Administrator will specify prior to the scheduled beginning of the applicable offering period (which may not have a duration exceeding 27 months): (i) the length of the offering period, (ii) the number of purchase periods that will be contained in an offering period, (iii) the length of each purchase period, and (iv) the dates on which an offering period and purchase period will commence and conclude.

The Administrator has the authority to establish the terms that will apply to the offering periods in accordance with the provisions described in the paragraph above without shareholder approval. Additionally, to the extent that the Administrator establishes an offering period with multiple purchase periods or overlapping offering periods, the Administrator will have discretion to structure an offering period so that if the fair market value of a share on the first trading day of the offering period in which a participant is currently enrolled is higher than the fair market value of a share on the first trading day of any subsequent offering period, the Company will automatically enroll the participant in the subsequent offering period and will terminate their participation in the original offering period.

~~Payroll Deductions~~

Except as otherwise provided by the Administrator, up to a maximum of 15% of a participant’s “eligible pay” (as defined in the ESPP) may be contributed by payroll deductions or other payments that the Administrator may permit a participant to make toward the purchase of shares during each purchase period. Once an eligible employee elects to participate in an offering period, then the participant will automatically participate in subsequent offering periods at the same contribution rate as was in effect in the prior offering period unless the participant elects to increase or decrease the contribution rate with respect to a subsequent offering period or withdraw, or is deemed to withdraw, from this Plan. A participant who is automatically enrolled in a subsequent offering period is not required to file any additional documentation in order to continue participation; provided, however, that participation in the subsequent offering period will be governed by the terms and conditions of the ESPP in effect at the beginning of such offering period, subject to the participant’s right to withdraw from the ESPP. A participant may elect to increase or decrease the rate of such contributions during any subsequent enrollment period, and any such new rate of contribution will become effective on the first day of the first purchase period following the completion of such form. Unless otherwise determined by the Administrator, during an offering period, a participant may decrease their rate of contributions applicable to such offering period once. A participant may also reduce the rate of their contributions to zero percent (0%) at any time during the offering period, provided that any such reduction will result in the automatic withdrawal of the participant from the ESPP, and the participant will not be eligible to participate in the ESPP again until the next enrollment period. Once an offering period has commenced, a participant may not increase their rate of contributions applicable to such offering period.

~~Purchase Price~~

Unless otherwise determined by the Administrator prior to the commencement of an offering period and subject to adjustment in the event of certain changes in our capitalization, the purchase price per share at which shares are sold in an offering period under the ESPP will not be less than 85% of the lesser of (i) the fair market

~~Table of~~ ~~Contents~~

value of the shares on the first trading day of the offering period, or (ii) the fair market value of the shares on the purchase date (i.e., the last trading day of the purchase period). The Administrator has authority to establish a different purchase price for any Section 423 Offering or Non-423 Offering, provided that the purchase price applicable to a Section 423 Offering complies with the provisions of Section 423 of the Code. As of August 12, 2022, the closing price of a share of the Company on the New York Stock Exchange was $83.78.

~~Purchase of Shares~~

Each purchase right will be automatically exercised on the applicable purchase date, and shares will be purchased on behalf of each participant by applying the participant’s contributions for the applicable purchase period to the purchase of shares at the purchase price in effect for that purchase date.

The maximum number of shares purchasable per participant during any single offering period may not exceed the limit imposed by the Administrator, subject to adjustments in the event of certain changes in our capitalization.

Any amount remaining in a participant’s account that was not applied to the purchase of shares because it was insufficient to purchase a whole share will be carried forward for the purchase of shares during the following offering period. However, any amounts not applied to the purchase of shares during an offering period for any reason other than as described above will not be carried forward to any subsequent offering periods, and will instead by refunded, without interest, as soon as practicable after the purchase date, except as otherwise determined by the Administrator or required by applicable law.

~~Transferability~~

Purchase rights granted under the ESPP are not transferable by a participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.

~~Withdrawals~~

A participant may withdraw from an offering period and receive a refund of contributions by submitting a notice of withdrawal, which must be received no later than the last day of the month immediately preceding the month of the purchase date or by such other deadline as may be prescribed by the Administrator. Upon receipt of such notice, deductions of contributions on behalf of the participant will be discontinued commencing with the payroll period immediately following the effective date of the notice of withdrawal, and such participant will not be eligible to participate in the ESPP until the next enrollment period. Amounts credited to the account of any participant who withdraws from an offering period, according to the procedures set forth in the ESPP, within the time period prescribed by the Administrator will be refunded as soon as practicable, without interest, except as otherwise determined by the Administrator or required by applicable law.

~~Termination of Employment; Leave of Absence~~

If a participant ceases to be an eligible employee prior to a purchase date, contributions for the participant will be discontinued and any amounts credited to the participant’s account will be refunded as soon as practicable, without interest, except as otherwise provided by the Administrator or required by applicable law.

Subject to the discretion of the Administrator, if a participant is granted a paid leave of absence, the participant’s payroll deductions will continue and amounts credited to the participant’s account may be used to purchase shares as provided under the ESPP. If a participant is granted an unpaid leave of absence, the participant’s payroll deductions will be discontinued and no other contributions will be permitted (unless otherwise determined by the Administrator on a uniform and nondiscriminatory basis for Section 423 Offerings or required by applicable law), but any amounts credited to the participant’s account may be used to purchase shares on the next applicable purchase date. Where the period of leave exceeds three months and the participant’s right to reemployment is not guaranteed by statute or by contract, for purposes of the Section 423 Offerings, the employment relationship will generally be deemed to have terminated three months and one day following the commencement of such leave, or such other period specified in Treas. Reg. § 1.421-1(h)(2) or any successor thereto.

Unless otherwise determined by the Administrator or required by applicable law, a participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company and a Designated Company will not be treated as having terminated employment for purposes of participating in the ESPP or an offering. However, if a participant transfers from a Section 423 Offering to a

~~Table of~~ ~~Contents~~

Non-423 Offering, the exercise of the participant’s purchase right will be qualified under the Section 423 Offering only to the extent that such exercise complies with Section 423 of the Code. If a Participant transfers from a Non-423 Offering to a Section 423 Offering, the exercise of the Participant’s purchase right will remain non-qualified under the Non-423 Offering. The Administrator may establish additional or different rules to govern transfers of employment for purposes of participation in the ESPP or an offering, consistent with the applicable requirements of Section 423 of the Code.

~~Corporate Transaction~~

In the event of a “Corporate Transaction” (as defined in the ESPP), each outstanding purchase right will be equitably adjusted and assumed or an equivalent purchase right substituted by the successor company or a parent or subsidiary of such successor corporation. In the event that the successor corporation refuses to assume or substitute the purchase right or is not a publicly traded corporation, the offering period then in progress will be shortened by setting a new purchase date before the date of the proposed Corporate Transaction, as of which date the offering period will end.

~~Term of the ESPP; Amendment and Termination of Plan~~

The ESPP will become effective upon its approval by the holders of shares in the capital of the Company and will continue in effect until its expiration on the tenth anniversary thereof, unless terminated earlier by the board of directors, as described below. Any offering periods that are outstanding as of the expiration of the ESPP will continue in effect in accordance with their terms through the final purchase period in the outstanding offering period.

The board of directors or the Committee may amend the ESPP at any time, provided that if approval of holders of shares in the capital of the Company is required under applicable law, then no such amendment will be effective unless approved by the holders of shares in the capital of the Company within such time period as may be required. The board of directors may suspend the ESPP or discontinue the ESPP at any time, including shortening an offering period in connection with a spin-off or similar corporate event. Upon termination of the ESPP, all contributions will cease, all amounts credited to a participant’s account will be equitably applied to the purchase of whole shares then available for sale, and any remaining amounts will be promptly refunded, without interest (unless required by applicable law), to the participants.

~~U.S. Federal Income Tax Information~~

The following summary briefly describes the general U.S. federal income tax consequences of purchase rights under the ESPP for participants who are tax resident in the U.S., current as of July 31, 2022, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors regarding the taxation of purchase rights under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in countries other than the U.S. does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

~~U.S. Federal Income Tax Information for Section 423 Offerings~~

Rights to purchase shares granted under a Section 423 Offering are intended to qualify for favorable federal income tax treatment available to purchase rights granted under an employee stock purchase plan that qualifies under the provisions of Section 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the purchase right grant date (i.e., the beginning of the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

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If the shares purchased under the ESPP are sold (or otherwise disposed of) more than two years after the purchase right grant date and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the sale price of the shares at the time of disposition over the purchase price, and (ii) the excess of the fair market value of the shares as of the purchase right grant date over the purchase price (determined as of the first day of the offering period) will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.

The Company (or applicable Designated Company) generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to any applicable limitations under the Code. In other cases, no deduction is allowed.

~~U.S. Federal Income Tax Information for Non-423 Offerings~~

If the purchase right is granted under a Non-423 Offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

The Company (or applicable Designated Company) generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income recognized by the participant as a result of such disposition, subject to any applicable limitations under the Code. For U.S. participants, FICA/FUTA taxes will generally be due in relation to ordinary income earned as a result of participation in a Non-423 Offering.

~~New Plan Benefits~~

The benefits to be received pursuant to the ESPP by the Company’s officers and employees are not currently determinable as they will depend on the purchase price of our shares in offering periods after the implementation of the ESPP, the market value of our shares on various future dates, the amount of contributions that eligible officers and employees elect to make under the ESPP and similar factors. As of the date of this Proxy Statement, no officer or employee has been granted any purchase rights under the proposed ESPP.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ELASTIC N.V. 2022 EMPLOYEE STOCK PURCHASE PLAN.~~

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10
NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE ~~OFFICERS—VOTING PROPOSAL NO. 9~~OFFICERS

At the Annual Meeting, our shareholders will be asked to approve, on a non-binding and advisory basis, the compensation of our Named Executive ~~Officers.~~Officers as described in this proxy statement. You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this proxy statement, which provides a comprehensive review of our executive compensation program and its elements, objectives and ~~rationale.~~rationale that emphasize performance-dependent pay to motivate and reward long-term value creation for the Company.

The vote on this resolution is not intended to address any specific element of compensation, but rather ~~the vote~~ relates to the compensation of our Named Executive Officers in its totality, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

In accordance with Section 14A of the Exchange Act rules, our shareholders are asked to approve the following non-binding resolution:

“RESOLVED, that the Company’s shareholders hereby approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the ~~2022~~2023 annual meeting of shareholders, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.”

As this is an advisory vote, you are not voting to approve or disapprove of the board of directors’ recommendation. Nevertheless, our board of directors appreciates your input as it considers the compensation of our Named Executive Officers, and our board of directors and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. The next advisory shareholder vote on the compensation of our named executive officers will occur at our ~~2023~~2024 annual general meeting of shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE NON-BINDING RESOLUTION ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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EXECUTIVE OFFICERS

The following table provides information regarding our current and appointed executive officers as of ~~July 31, 2022.~~August 21, 2023. Executive officers are ~~elected~~appointed by our board of directors to hold office until their successors are ~~elected~~appointed and qualified. There are no family relationships among any of our directors or executive officers.

Name

Age

Position(s)

Ashutosh Kulkarni

4748

Executive Director and ~~CEO~~Chief Executive Officer

Janesh Moorjani

4950

~~CFO~~Chief Financial Officer and ~~COO~~Chief Operating Officer

Shay Banon

4445

Executive Director and ~~CTO~~Chief Technology Officer

~~Carolyn Herzog~~Ken Exner

5550

Chief Product Officer

Carolyn Herzog

Chief Legal Officer ~~(“CLO”)~~

For ~~a brief biography~~biographical information of each of Messrs. Kulkarni and Banon, ~~please~~ see “Board of Directors and Corporate Governance—~~Nominees for Director.~~Continuing Directors.”

~~Janesh Moorjani~~ has served as our COO since May 2022 and our CFO since August 2017. Prior to joining us, he served as Executive Vice President and CFO of Infoblox Inc., an IT automation and security company, from January 2016 until August 2017, prior to which he held various senior leadership, finance and sales positions at VMware, Cisco Systems, PTC and Goldman Sachs. Mr. Moorjani holds a Bachelor of Commerce degree from the University of Mumbai and an M.B.A. from the Wharton School of the University of Pennsylvania.


			Janesh Moorjani has served as our COO since May 2022 and our CFO since August 2017. Prior to joining us, he served as Executive Vice President and CFO of Infoblox Inc., an IT automation and security company, from January 2016 until August 2017, prior to which he held various senior leadership, finance and sales positions at VMware, Cisco, PTC, a global product development software company, and Goldman Sachs, a global investment banking firm. Mr. Moorjani holds a Bachelor of Commerce degree from the University of Mumbai and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Moorjani currently also serves on the board of directors of PTC.
			Ken Exner has served as our CPO since August 2022. Prior to his appointment, he was the head of Developer Tools at Amazon from April 2013 to Aug 2022. Prior to that service, Mr. Exner served in other senior leadership, developer and product management roles at Amazon Web Services from 2006 to 2013. Mr. Exner previously founded and managed various startup companies focused on software tools for a broad range of industries. Mr. Exner holds a bachelor of science degree from the Haas School of Business at the University of California, Berkeley.
			Carolyn Herzog has served as our CLO since May 2022. Prior to joining us, she served as Executive Vice President and General Counsel of Arm, Ltd., a semiconductor and software design company, from January 2017 to February 2022. From December 2000 to January 2017, Ms. Herzog served with Symantec, a cybersecurity software and services company, in various roles, most recently as Chief Compliance Officer and Deputy General Counsel. Ms. Herzog holds a B.A. in French language and literature and music from Washington University and a J.D. from the University of Wisconsin-Madison.

~~Carolyn Herzog~~ has served as our CLO since May 2022. Prior to joining us, she served as Executive Vice President and General Counsel of Arm, Ltd., a semiconductor and software design company, from January 2017 to February 2022. From December 2000 to January 2017 Ms. Herzog was with Symantec, a cybersecurity software and services company, in various roles, most recently as Chief Compliance Officer and Deputy General Counsel. Ms. Herzog holds a B.A. in French language and literature and music from Washington University and a J.D. from the University of Wisconsin-Madison.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis provides information regarding the ~~fiscal year 2022~~ compensation program and decisions for each individual ~~who served~~classified as ~~our principal~~a “named executive ~~officer at any time during the last completed~~officer” for our fiscal year our principal financial officer, and the two individuals for whom disclosure would have been required but for the fact that these individuals were not serving as executive officers of the Company at the end of the last completed fiscal year2023 (our “Named Executive Officers”)~~. For fiscal year 2022,~~:

•Ashutosh Kulkarni, our CEO;

•Janesh Moorjani, our CFO and COO;

•Shay Banon,our CTO;

•Ken Exner, our CPO; and

•Carolyn Herzog, our CLO.

The Compensation Committee reviews the compensation of our Named Executive ~~Officers were:~~

•~~Ashutosh Kulkarni,~~Officers. The compensation of our ~~current~~ CEO and ~~former Chief Product Officer (“CPO”);~~

•~~Shay Banon,our current~~ CTO (our executive directors) is determined by the board of directors upon the recommendation of the Compensation Committee. The CEO and ~~former Chairman~~the CTO may not take part in the deliberations and decision-making of the board of directors ~~and former CEO;~~

•~~Janesh Moorjani,~~concerning executive director compensation. The compensation of our CFO and ~~COO;~~

•~~Paul Appleby, our former President, Worldwide Field Operations;~~COO, CPO and

•~~W.H. Baird Garrett, our former Senior Vice President and General Counsel.~~ CLO is determined by the Compensation Committee.

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during fiscal year ~~2022. It also~~2023 and provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why the Compensation Committee (or the board of directors for our executive directors, the CEO and CTO) arrived at the specific compensation decisions for our Named Executive Officers ~~or in the case of our executive directors, the CEO and CTO, how and why the non-executive directors arrived at the specific compensation decisions~~ in fiscal year ~~2022~~2023 and discusses the key factors that the Compensation Committee considered in determining (or recommending) their ~~compensation or, with regard to the compensation of our executive directors, making recommendations to our board of directors.~~compensation.

Fiscal Year ~~2022~~2023 Executive Officer ~~Resignations, Transitions and~~ Appointments

On October 18, 2021, Mr. Garrett provided notice of his intent to resign, effective as of December 10, 2021, from his position as our Senior Vice President and General Counsel and terminated his employment in order to pursue other career opportunities. Mr. Garrett had been with Elastic since 2015. Following the end of our fiscal yearMay 2, 2022, ~~to which this Compensation Discussion and Analysis pertains, the board of directors appointed Carolyn~~Ms. Herzog ~~as Chief Legal Officer of~~joined the Company ~~effective~~ as ~~of May 2, 2022.~~

~~In January~~CLO, and on August 29, 2022, Mr. ~~Banon transitioned from~~Exner joined the role of Chairman of the board of directors and CEO to the role of CTO, Mr. Puttagunta, Lead Independent Director, was appointed Chairman of the board of directors, and Mr. Kulkarni transitioned from the role of CPO to acting CEO. Mr. Kulkarni was also appointed to the board of directors by shareholders at an extraordinary general shareholder meeting on March 9, 2022 (the “March 2022 EGM”), and this appointment confirmed his positioncompany as ~~CEO.~~CPO.

~~On January 12, 2022, Mr. Appleby stepped down from his position as our President, Worldwide Field Operations, while continuing his employment with us through June 9, 2022.~~

For details on the ~~changes to the~~ compensation arrangements of ~~Messrs. Kulkarni~~Mr. Exner and ~~Appleby resulting from these transitions,~~Ms. Herzog relating to their appointments, ~~and resignations,~~ please see “Executive Summary – Executive Compensation Highlights” below. We entered into an amended and restated employment agreement with Mr. Banon, but we did not make any changes to Mr. Banon’s compensation arrangement in connection with his transition from his position as our Chairman of the board of directors and CEO to our CTO. We did not enter into a separation agreement or provide any severance payments or benefits to Mr. Garrett in connection with his resignation as our Senior Vice President and General Counsel.

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Executive Summary

Elastic is a data analytics company built on the power of search. Our platform, which is available as both a hosted, managed service across public clouds as well as self-managed software, allows our customers to ~~almost instantly~~ find insights and drive artificial intelligence and machine learning use cases from large amounts of ~~data and take action.~~data. We offer three search-powered solutions – ~~Enterprise~~ Search, Observability, and Security – that are built into the platform. We help organizations, their employees, and their customers find what they need faster, while keeping mission-critical applications running smoothly, and protecting against cyber threats.

Our platform is built on the Elastic Stack, a powerful set of software products that ingest data from any source, in any format, and perform search, analysis, and visualization of that data. At the core of the Elastic Stack is Elasticsearch - a highly scalable document store and search engine, and the ~~only~~unified data store for all of our solutions and use cases. Another ~~key~~ component of the Elastic Stack is Kibana, which delivers a ~~single~~common user interface across all of our solutions, with powerful drag-and-drop visual analytics, and centralized management of the platform. Our platform also includes the Elasticsearch Relevance

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Engine™, which combines advanced artificial intelligence with Elastic’s text search to give developers a full suite of sophisticated retrieval algorithms and the ability to integrate with large language models. Our business model is based primarily on a combination of a paid Elastic-managed hosted service offering and paid and free proprietary self-managed software. Our paid offerings for our platform are sold via subscription through resource-based pricing, and all customers and users have access to all solutions.

Fiscal Year ~~2022~~2023 Financial Highlights

Fiscalyear~~2022~~2023was a strong year for us marked by significant growth in our business. Our fiscal year ~~2022~~2023 financial highlights included the following:

•Total revenue was ~~$862.4~~$1.069 billion, an increase of 24% year-over-year.

•Elastic Cloud revenue was $424 million, an increase of 42% year-over-year.

•~~Elastic Cloud revenue was $298.6 million, an increase of 80% year-over-year.~~

•GAAP operating loss was ~~$173.7~~$219 million, while GAAP operating margin was~~-20%~~-21%.

•Non-GAAP operating profit was ~~$0.9~~$46 million, while non-GAAP operating margin was0%4%.

•GAAP net loss per share was ~~$2.20,~~$2.47,while non-GAAPnet loss per share was ~~$0.33.~~$0.25.

•Operating cash flow was ~~$5.7~~$36 million with adjusted free cash flow of ~~$10.7~~$57 million.

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including non-GAAP operating loss, free cash flow, and free cash flow margin. For additional information and a full reconciliation for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, please see Appendix B.A.

Fiscal Year ~~2022~~2023 Executive Compensation Highlights

Consistent with our compensation objectives and following a review of data summarizing the competitive market environment and the other factors described below, the Compensation Committee (and, in the case of our ~~executive directors,~~CEO and CTO, the ~~non-executive directors serving on our~~ board of directors upon the recommendation of the Compensation Committee) took the following key actions with respect to the compensation of our Named Executive Officers ~~for and~~ during fiscal year ~~2022:~~2023:

•Base Salaries – No salary increases to continuing executives. As part of the annual review of our executive compensation program, determined that the base salary of each Named Executive Officer that also served in fiscal year 2022 would remain the same for fiscal year 2023.

•Annual Cash Incentive (Bonus) Plan – Payouts of 94.3% of target for the first half of fiscal year 2023 and 82.4% of target of the second half of fiscal year 2023. We approved annual cash incentive awards under our Bonus Plan to Messrs. Kulkarni, Moorjani, Banon1 and Exner and Ms. Herzog in the amount of $529,078, $264,539, $226,917, $155,360 and $224,858, respectively. See “Compensation Elements – Annual Cash Incentives” below for a summary of the terms of our Bonus Plan.

1 All cash compensation paid to Mr. Banon was denominated in New Israel Shekels (“ILS”). For purposes of this Compensation Discussion and Analysis, all compensation paid in ILS to Mr. Banon has been converted into USD at an exchange rate of 0.2748 USD for each 1.00 ILS, which was the exchange rate in effect on April 30, 2023 (our fiscal year end).

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•2023 Long-Term Incentive Compensation

◦Granted long-term incentive compensation in the form of equity awards to Messrs. Kulkarni, Banon, Moorjani, and Exner and Ms. Herzog with aggregate award values2 of $12.6 million, $3.0 million, $5.5 million, $2.0 million and $1.75 million, respectively. These awards consist of annual awards approved as part of the annual review of our executive compensation program in December 2022.

•Addition of Performance Share Units for Fiscal Year 2024

◦Determined that we will introduce performance share units (“PSUs”) as part of our fiscal year 2024 equity program. Since this determination, PSUs have been granted and implemented for fiscal year 2024. Further details are discussed below in the section “Compensation Elements—Long-Term Incentive Compensation—Addition of Performance Share Unit Awards for Fiscal Year 2024”

•Compensation Arrangements with ~~Mr. Kulkarni in Connection with his Transition to CEO~~Ms. Herzog – In connection with ~~his~~her appointment as our ~~CEO,~~CLO, we entered into an ~~amended~~ employment offer letter dated ~~January 12,~~March 23, 2022 (the ~~“Kulkarni~~“Herzog Employment Letter”) with ~~Mr. Kulkarni.~~Ms. Herzog. Pursuant to the ~~Kulkarni~~Herzog Employment Letter, our ~~new~~initial compensation arrangements with ~~Mr. Kulkarni~~Ms. Herzog were as follows:

◦~~a base salary increase for Mr. Kulkarni of 20% setting his~~an initial annual base salary ~~at $600,000;~~of $425,000;

◦a target annual cash incentive award opportunity ~~for fiscal year 2022~~ equal to ~~the sum of (i)~~ 60% of ~~Mr. Kulkarni’s~~her annual base salary, ~~for the period beginning on the commencement of fiscal year 2022 and ending on January 10, 2022, and (ii) 100% of his annual base salary for~~

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~~the period between January 11, 2022 and the end of fiscal year 2022,~~ subject to the terms and conditions of the Company’s Executive Incentive Compensation ~~Plan (the “Bonus Plan”);~~Plan; and

◦~~in order to align~~new hire equity awards with an aggregate approximate value of $5 million. Seventy-five percent of the value of ~~Mr. Kulkarni’s unvested~~Ms. Herzog’s new hire equity ~~with~~awards are in the form of an RSU award that may be settled for ordinary shares and 25% of ~~similarly situated CEOs at~~ the ~~companies in our compensation peer group, promotion equity~~value of the awards are in the form of an option to purchase ordinary ~~shares with an award value of $8.0 million and a restricted stock unit (“RSU”) award that may be settled for ordinary shares with an award value of $4.0 million, which were granted in March 2022.~~shares. Each of ~~Mr. Kulkarni’s promotion~~Ms. Herzog’s new hire equity awards vest over a four-year period as described in “Long-Term Incentive Compensation – ~~Promotion~~New Hire Equity ~~Awards.~~Award for Ms. Herzog.”

•Compensation Arrangements with Mr. Exner – In connection with his appointment as our CPO, we entered into an employment offer letter dated July 19, 2022 (the “Exner Employment Letter”) with Mr. Exner. Pursuant to the Exner Employment Letter, our initial compensation arrangements with Mr. Exner were as follows:

◦an initial annual base salary of $450,000;

◦a target annual cash incentive award opportunity equal to 60% of his annual base salary, subject to the terms and conditions of the Company’s Executive Incentive Compensation Plan; and

◦new hire equity awards with an aggregate approximate value of $10 million. Seventy-five percent of the value of Mr. Exner’s new hire equity awards are in the form of an

2 For purposes of this Compensation Discussion and Analysis, “award value” generally means an economic target value, as distinct from the grant date fair value under Financial Accounting Standard Board’s Accounting Standards Codification Topic 718. The actual number of our ordinary shares subject to an equity award was determined by dividing the applicable award value by one of the following per share values, as applicable: (i) with respect to RSU awards granted to our Named Executive Officers, the value per share was equal to the trading average of our ordinary shares for the 15 trading days immediately prior to the applicable grant date, and (ii) with respect to stock options granted to our Named Executive Officers, the value per share was calculated in accordance with the Black-Scholes option valuation methodology, which calculation assumed that the value of one of our ordinary shares was equal to the trading average of our ordinary shares for the 15 trading days immediately prior to the applicable grant date.

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RSU award that may be settled for ordinary shares and 25% of the value of the awards are in the form of an option to purchase ordinary shares. Each of Mr. Exner’s new hire equity awards vest over a four-year period as described in “Long-Term Incentive Compensation – New Hire Equity Award for Mr. Exner.”

In addition, each of Ms. Herzog and Mr. Exner entered into our standard form of Change in Control and Severance Agreement.

In establishing ~~Mr. Kulkarni’s new~~their initial compensation ~~arrangement,~~arrangements, we took into consideration the requisite experience and skills that a qualified candidate would need to ~~lead~~manage a growing business in a dynamic and ever-changing environment, the competitive market for similar positions at other comparable companies based on a review of compensation survey data, balancing both competitive and internal equity considerations, as well as the other factors described in “~~Compensation-Setting~~“Compensation-Setting Process – Setting Target Total Direct ~~Compensation~~”Compensation” below.

•~~Base Salaries~~ ~~– As part of the annual review of our executive compensation program, approved a base salary increase for Mr. Banon~~1~~, our then-CEO, of 25.0% effective November 2021setting his annual base salary at$500,000,~~2 and approved a base salary increase for Mr. Moorjani, our CFO and COO, of 37.0% in November 2021 setting his annual base salary at $500,000. These salary increases were approved to be more competitive with the base salaries of similarly-situated executive officers at companies of comparable size and stage of maturity, as well as the base salaries of our other executive officers, and to compensate Messrs. Banon and Moorjani for not having received market-based adjustments in prior years. Our other Named Executive Officers did not receive an annual base salary increase during fiscal year 2022.

•~~Annual Cash Incentive (Bonus) Plan~~ – Approved annual cash incentive awards under our Bonus Plan to Messrs. Kulkarni, Moorjani, Banon and Appleby in the amount of $376,635, $251,252, $248,728, and $307,281, respectively. As discussed in greater detail below, Mr. Garrett was not eligible to receive an annual cash incentive award under our Bonus Plan, which is consistent with our historical compensation practices. See “~~Compensation Elements – Annual Cash Incentives” below for~~ For a summary of the material terms and conditions of ~~our Bonus Plan~~.

1 ~~Mr. Banon’s compensation was reviewed and increased effective November 1, 2021 as part~~each of the Board’s annual review of his executive compensation package as our then-current CEO. This was before Mr. Banon provided notice of his intent to transition from his position as Chairman of the Board and CEO to the role of CTO in January 2022. Mr. Banon’s compensation package was left unchanged following his transition because the Compensation Committee determined that Mr. Banon’s compensation was fair considering that (i) hiring a new executive in the role of CTO would require a comparable level of compensation based on a general analysis of the compensation levels of senior technical officers in the Company’s peer group, and (ii) maintaining Mr. Banon’s compensation package was internally consistent.

2 All cash compensation paid to Mr. Banon was denominated in New Israel Shekels (“ILS”). For purposes of this Compensation Discussion and Analysis, all compensation paid in ILS to Mr. Banon has been converted into USD at an exchange rate of 0.2991 USD for each 1.00 ILS, which was the exchange rate in effect on April 30, 2022 (our fiscal year end).

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•~~Long-Term Incentive Compensation~~

◦~~Granted long-term incentive compensation in the form of options to purchase ordinary shares to Messrs. Banon, Moorjani, Kulkarni and Appleby with aggregate award values~~3 of $4.0 million, $4.5 million, $2.0 million, and $2.5 million, respectively, and RSU awards that may be settled for ordinary shares to Messrs. Banon, Moorjani, Kulkarni and Appleby with aggregate award values of $4.0 million, $4.5 million, $4.0 million and $2.5 million, respectively. These awards consist of annual awards approved as part of the annual review of our executive compensation program in December 2021, and with respect to Messrs. Kulkarni and Moorjani, this also included supplemental awards intended to incentivize key employees.

•~~Compensation Arrangements with Mr. Appleby in Connection with his Separation~~– In connection with stepping down as our President, Worldwide Field Operations, we entered into a separation and transition agreement letter dated as of January 12, 2022 (the “Appleby Separation Letter”) with Mr. Appleby under substantially the same terms of Mr. Appleby’s severance agreement that is part of his employment agreement from August 2020. Pursuant to the Appleby Separation Letter, if Mr. Appleby remained employed with us through June 9, 2022, his scheduled separation date, or was terminated without “Cause” (as defined in the Appleby Separation Letter) prior to June 9, 2022,Ms. Herzog’s and Mr. ~~Appleby executed a supplemental separation agreement that became effective and irrevocable within 60 days of his separation date, Mr. Appleby would be eligible to receive the following:~~Exner’s employment offer letters, see “Executive Compensation Tables – Named Executive Officer Employment Letters” below.

◦~~a lump sum payment equal to $250,000, less applicable withholdings, which is equal to 6 months of Mr. Appleby’s annual base salary;~~

◦~~a lump sum payment equal to $150,000, less applicable withholdings, which is equal to 50% of Mr. Appleby’s annual target bonus amount under our Bonus Plan for fiscal year 2022; and~~

◦if Mr. Appleby timely elects continued group health plan continuation coverage under COBRA, we will pay the full amount of Mr. Appleby’s premiums on his behalf for continued coverage under our group health plans, including coverage for Mr. Appleby’s eligible dependents, for 12 months from the date Mr. Appleby or his dependents suffer a loss of health coverage under our group health plan or until such earlier date on which he becomes eligible for health coverage from another employer.

Other than being permitted to continue vesting with respect to Mr. Appleby’s outstanding and unvested equity awards through the period he remained employed with us through his scheduled separation date, June 9, 2022, Mr. Appleby did not receive any accelerated or additional vesting with respect to his outstanding and unvested equity awards.~~Mr. Appleby’s remaining outstanding and unvested equity awards were forfeited as of his actual separation date on June 9, 2022.~~

Relationship Between Pay and Performance

We strive to design our executive compensation program to balance the goals of attracting, motivating, rewarding and retaining our Named Executive Officers with the goal of promoting the interests of our stakeholders, such as our users, customers, employees, creditors, shareholders and other stakeholders. To ensure this balance and to motivate and reward individual initiative and effort, we seek to ensure that our program is designed so that a meaningful portion of our Named Executive Officers’ annual target total direct compensation is ~~both~~either “at-risk” ~~and~~or variable in nature. ~~While we~~We do not determine either ~~“variable”~~“variable,” “at-risk,” or “fixed” pay for each Named Executive Officer

3 For purposes of this Compensation Discussion and Analysis, “award value” generally means an economic target value, as distinct from the grant date fair value under Financial Accounting Standard Board’s Accounting Standards Codification Topic 718. The actual number of our ordinary shares subject to an equity award was determined by dividing the applicable award value by one of the following per share values, as applicable: (i) with respect to RSU awards granted to our Named Executive Officers, the value per share was equal to the trading average of our ordinary shares for the 15 trading days immediately prior to the applicable grant date, and (ii) with respect to stock options granted to our Named Executive Officers, the value per share was calculated in accordance with the Black-Scholes option valuation methodology, which calculation assumed that the value of one of our ordinary shares was equal to the trading average of our ordinary shares for the 15 trading days immediately prior to the applicable grant date.

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with reference to a specific percentage of target total direct compensation, ~~consistent with~~and we may change the mix from year to year to address the current imperatives. With greater stability in our ~~“pay-for-performance” philosophy, generally,~~business and among our executives, for fiscal year 2024, we ~~seek to emphasize~~are increasing the variable ~~pay over fixed pay.~~portion of our executive compensation by granting PSUs as part of our fiscal year 2024 long term incentives.

~~Generally, this~~This philosophy is reflected in the target total direct compensation opportunities of our Named Executive Officers. In fiscal year ~~2022,~~2023, the majority of the target total direct compensation granted to ~~Mr. Banon and Mr. Kulkarni in the position of CEO~~our Named Executive Officers consisted of variable pay in the form of a target annual cash incentive award and long-term incentive compensation in the form of ~~options to purchase ordinary shares and~~ RSU awards that may be settled for ordinary ~~shares. As granted by the non-executive directors on our board of directors, fixed~~shares.. With respect to Mr. Kulkarni, Fixed pay, primarily consisting of base salary, made up only ~~5.2% of Mr. Banon’s target total direct compensation and 2.8%~~4.3% of Mr. Kulkarni’s target total direct compensation, while variable pay, consisting of the target annual cash incentive awards and long-term incentive compensation in the form of equity awards, made up ~~94.8%~~95.7% of ~~Mr. Banon’s target total direct compensation and 97.2% of Mr. Kulkarni’s~~his target total direct compensation.

In the case of Messrs. Moorjani, Banon and ~~Appleby,~~Exner and Ms. Herzog, their target total direct compensation packages were structured similar to that of ~~Messrs. Banon and~~Mr. Kulkarni, consisting of ~~“at risk”~~fixed pay, primarily consisting of base salary, variable pay, inconsisting of the ~~form of a~~ target annual cash incentive ~~award~~awards, and long-term incentive compensation in the form of ~~both options to purchase ordinary shares and~~ RSU awards that may be settled for ordinary shares. ~~Variable~~Fixed pay made up ~~95.5%~~7.9%, 13.2%, 16.5%, and ~~91.4%~~17.5%, of the target total direct compensation of Messrs. Moorjani, Banon and ~~Appleby,~~Exner and Ms. Herzog, respectively, on an annualized basis. Variable pay and long term-incentive compensation made up 92.1%, 86.8%, 83.5%, and 82.5%, of the target total direct compensation of Messrs. Moorjani, Banon and Exner and Ms. Herzog, respectively, on an annualized basis.

~~Generally, Mr. Garrett’s target total direct compensation package was considered to be largely comprised of “at risk” variable pay even though he did not participate in~~

Shareholder Advisory Vote on Named Executive Officer Compensation

At the 2022 Annual Meeting, our Bonus Plan, because even without a target annual cash incentive award, Mr. Garrett’s equity award generally made up the vast majority of his target total direct compensation for fiscal year 2022. However, because Mr. Garrett resigned prior to when the annual equity awards were granted to our executive officers, he received no annual equity award in fiscal 2022 and his total direct compensation for fiscal year 2022 was entirely fixed pay in the form of base salary.

~~As we continue to mature as a public company, we believe that~~advisory vote on the compensation ~~elements provided to all~~ of our Named Executive Officers (the “Say-on-Pay” vote) received 83.1% support from our shareholders. The board of directors and the Compensation Committee believe the 2022 Say-on-Pay vote result indicates support for the design of our current compensation program and our overall compensation philosophy and decisions for fiscal year 2023. The Compensation Committee regularly reviews and adjusts our executive compensation program to ensure it remains competitive and aligned with our shareholders’ interests. After taking into account a variety of considerations, including shareholder feedback and the desire to increase the variable or performance-based component of our executive compensation program, the Compensation Committee adopted a PSU program effective for our fiscal year 2024 annual grants. In

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fiscal year 2024, we currently anticipate that approximately 25% of our executive officer equity compensation will ~~continue~~be in the form of PSU awards, with payout tied to achievement of a total revenue goal, which we believe will further emphasize “at risk” and variable pay to our Named Executive Officers. Full details of these PSU awards will be provided in our 2024 proxy statement. In addition, our goal is to increase the percentage of PSUs until 50% of annual executive officer equity compensation will be in the form of PSU awards.

At our 2020 annual general meeting of shareholders, our shareholders indicated their approval of the recommendation that ~~should enable us to provide~~we solicit a ~~balanced set~~Say-on-Pay vote on an annual basis. In accordance with that preference, our board of ~~incentives~~directors has determined that the Company will conduct a Say-on-Pay vote every year until the next shareholder advisory vote on the frequency of Say-on-Pay votes (the “Say-When-on-Pay” vote). Our board of directors and the Compensation Committee will consider the outcome of the 2023 Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our Named Executive Officers in the future. The next required Say-When-on-Pay vote will take place no later than at the Company’s 2026 annual general meeting of shareholders.

Shareholder Engagement in Fiscal Year 2023

We value our shareholders’ opinions and feedback and are committed to ~~meet~~maintaining an active dialogue to understand the priorities and concerns of our ~~business objectives~~shareholders. We believe that ongoing engagement builds mutual trust and ~~drive~~alignment with our shareholders and is essential to our long-term ~~growth.~~success.

In fiscal year 2023, we undertook engagement efforts to obtain shareholder views on executive compensation, corporate governance and other matters, and to determine how best to respond to that feedback. Our management team regularly updates our board of directors on our engagement efforts. The continuous feedback that we receive from our shareholders has helped to shape the executive compensation program and practices implemented by our Compensation Committee.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during fiscal year ~~2022:~~2023:

What We Do:

•Maintain Independent Compensation Committee. The Compensation Committee is composed solely of independent ~~directors who determine~~directors. The Compensation Committee determines our compensation policies and practices for our executive officers and other senior management team members (or, with regard to our ~~executive~~ directors, ~~recommend~~recommends compensation policies and practices to our board of directors, who determine such policies and practices for our ~~executive~~ directors) and ~~who have~~has established effective means for communicating with our shareholders regarding their executive compensation views and concerns, as described in this proxy statement.

•Periodic Executive Compensation Review. The Compensation Committee reviews and approves our compensation strategy periodically (or, with regard to the compensation strategy for our ~~executive directors,~~CEO and CTO, reviews and recommends to our board of directors to approve such strategy), including a review of our compensation peer group used for comparative purposes.

•Maintain Independent Compensation Advisor. The Compensation Committee has engaged its own compensation consultant to assist with the annual executive compensation review. This consultant performed only compensation-related services for us in fiscal year ~~2022.~~2023.

•Compensation At-Risk. Our executive compensation program is designed sosuch that in setting or recommending our Named Executive Officers’ compensation in a given year, the Compensation

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Committee considers whether a sufficient portion of their compensation is “at

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risk” based on corporate performance to align the interests of our Named Executive Officers and shareholders.

•Multi-Year Vesting Requirements. The annual equity awards granted to our Named Executive Officers vest over multi-year periods, consistent with current market practice and our retention objectives.

•“Double-Trigger” Change-in-Control Arrangements. Under our severance arrangements with our Named Executive Officers, all change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change-in-control of the Company plus a qualifying termination of employment before payments and benefits are paid).

•Health or Welfare Benefits. Our Named Executive Officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other employees in the country of their employment.

•Succession Planning. Our board of directors and the Nominating and Corporate Governance Committee review the risks associated with our executive officer positions to ensure adequate succession plans are in place.

What We Don’t Do:

•~~No Executive Retirement Plans.~~ We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees in the jurisdiction where the Named Executive Officer is located. Our Named Executive Officers in the United States are eligible to participate in our Section 401(k) plan on the same basis as our other employees in the United States, and our Named Executive Officer in Israel is covered by a Section 14 Arrangement under Israel Severance Pay Law, as are all other employees in Israel.

•Limited Perquisites. We provide minimal perquisites and other personal benefits to our Named Executive Officers.

•No Tax Payments on Perquisites.We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, other than on standard relocation benefits.

•No “Golden Parachute” Tax Payments on Change-in-Control Arrangements.We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company that our Named Executive Officers might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”).

•No Hedging or Pledging of our Securities. We prohibit our employees, including our officers, and the members of our board of directors from engaging in hedging transactions or pledging our securities as collateral for a loan or holding our securities in a margin account.

~~Shareholder Advisory Vote on Named Executive Officer Compensation~~

At the 2021 Annual Meeting, our advisory vote on the compensation of our Named Executive Officers (the “Say-on-Pay” vote) received 84.7% support from our shareholders. The board of directors and the Compensation Committee believe the 2021 Say-on-Pay vote result indicates support for the design of our current compensation program and our overall compensation philosophy and decisions for fiscal year 2022. Accordingly, the Compensation Committee did not make any material changes to the underlying structure of our executive compensation program. The Compensation Committee regularly reviews and adjusts our executive compensation program to ensure it remains competitive and aligned with our shareholders’ interests.

We value our shareholders’ opinions and feedback and are committed to maintaining an active dialogue to understand the priorities and concerns of our shareholders. We believe that ongoing engagement builds mutual trust and alignment with our shareholders and is essential to our long-term success.

At our 2020 annual general meeting of shareholders, our shareholders indicated their approval of the recommendation that we solicit a Say-on-Pay vote on an annual basis. In accordance with that preference, our board

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of directors has determined that the Company will conduct a Say-on-Pay vote every year until the next shareholder advisory vote on the frequency of Say-on-Pay votes (the “Say-When-on-Pay” vote). The next required Say-When-on-Pay vote will take place no later than at the Company’s 2026 annual general meeting of shareholders.

At the Annual Meeting to which this proxy statement relates, we will continue to hold an annual Say-on-Pay vote. Our board of directors and the Compensation Committee will consider the outcome of the 2022 Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our Named Executive Officers in the future.

Executive Compensation Philosophy and Objectives

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives and aligns our Named Executive Officers’ interests with those of our shareholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

•provide market competitive compensation and benefit levels that will attract, motivate, reward and retain a highly talented team of executives within the context of responsible cost management;

•establish a direct link between our financial and operational results and strategic objectives and the compensation of our executives;

•align the interests and objectives of our executives with those of our shareholders by linking their long-term incentive compensation opportunities to shareholder value creation and their cash incentives to our annual performance; and

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•offer total compensation opportunities to our executives that, while competitive, are internally consistent and fair.

We structure the annual compensation of our Named Executive Officers using base salary, ~~and~~ long-term incentive compensation in the form of equity ~~awards. In addition, for fiscal year 2022, each~~awards, and short-term incentive compensation in the form of ~~our Named Executive Officers (other than Mr. Garrett) were eligible to earn~~ annual cash incentive awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our Named Executive Officers and shareholders and to link pay with performance.

We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As described below, the Compensation Committee considers a variety of factors in determining the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of unvested equity awards granted previously.

Compensation-Setting Process

Role of the Compensation Committee

The Compensation Committee discharges many of the responsibilities of our board of directors relating to the compensation of our Named Executive Officers, and periodically reviews and makes recommendations to our board of directors regarding their compensation, subject to the terms of our Remuneration Policy (as required by Dutch corporate law).~~Notwithstanding the responsibility of our board of directors, the~~ Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our Named Executive Officers. Our board of directors has delegated express authority to the Compensation Committee to serve as the administrator of the 2012 Plan.

The Compensation Committee has authority to make decisions regarding the compensation of our Named Executive Officers, ~~(other~~other than our ~~executive directors)~~CEO and CTO, for whom it makes recommendations to ~~our~~the board of directors. The board of directors ~~regarding the compensation of our executive directors. The non-executive directors on our board of directors make~~makes all final decisions regarding the compensation of our ~~executive directors~~CEO and CTO with due observance toof the Remuneration Policy (as required by Dutch corporate law) adopted by our general meeting of shareholders in 2018.

~~Table~~ The CEO and the CTO may not take part in the deliberations and decision-making of ~~Contents~~

the board of directors concerning executive director compensation.

In carrying out its responsibilities, the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices, and reviews the performance of our Named Executive Officers when making decisions and recommendations with respect to their compensation.

The Compensation Committee’s authority, duties and responsibilities are further described in its charter, which is reviewed annually and revised and updated as warranted. The charter is available in the “Investor Relations” section of our website, which is located at ir.elastic.co, ~~by clicking on “Corporate Governance”~~ under ~~“Governance.~~“Governance—Corporate Governance.”

The Compensation Committee retains a compensation consultant to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making its decisions and recommendations with respect to the compensation of our Named Executive Officers.

~~Setting Target Total Direct Compensation~~

~~Each year, the Compensation Committee conducts an annual review of the compensation arrangements of our Named Executive Officers, typically during the first quarter of the fiscal year.~~As part of this review, the Compensation Committee evaluates the base salary levels and long-term incentive compensation of our Named Executive Officers, as well as the annual cash incentive awards for our Named Executive Officers who are eligible to receive such awards, and all related performance criteria.

The Compensation Committee does not establish a specific target for formulating the target total direct compensation of our Named Executive Officers. In making decisions and recommendations about the compensation of our Named Executive Officers, the members of the Compensation Committee are initially presented with a competitive market analysis prepared by its compensation consultant based on data gathered from the companies in our compensation peer group and considerations from broader executive compensation trends for its review and consideration. Drawing on this data, the members of the Compensation Committee then apply their professional experience to consider the following factors as applicable:

•~~our executive compensation program objectives;~~

•~~our performance against the financial, operational and strategic objectives established by the Compensation Committee and our board of directors;~~

•each individual Named Executive Officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly-situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys;

•the scope of each Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys;

•the prior performance of each individual Named Executive Officer, based on a subjective assessment of their contributions to our overall performance, ability to lead their business unit or function and work as part of a team;

•~~the potential of each individual Named Executive Officer to contribute to our long-term financial, operational and strategic objectives;~~

•~~our executive directors’ compensation relative to that of our other Named Executive Officers, and compensation parity among our Named Executive Officers;~~

•the compensation practices of our compensation peer group and broader executive compensation trends and the positioning of each Named Executive Officer’s compensation in a ranking of executive officer compensation levels based on an analysis of competitive market data; and

~~Table of~~ ~~Contents~~

•~~the recommendations of our CEO with respect to the compensation of our Named Executive Officers (except with respect to compensation of our executive directors).~~

These factors provide the framework for compensation decision-making regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions and recommendations. The members of the Compensation Committee consider this information in view of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer and business judgment in making their decisions and recommendations.

Role of Management

In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance and management’s perspective on compensation matters. Our management also provides certain compensation data about our executive officers to Compensia, the Compensation Committee’s independent compensation consultant, which presents such information to the Compensation Committee as part of its review and analysis of our executive compensation program. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation and other compensation-related matters for our Named

Executive Compensation | Elastic 2023 Proxy Statement 48

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Executive Officers (except with respect to compensation of our ~~executive directors)~~CEO and CTO) based on his evaluation of their performance for the prior year.

The Compensation Committee reviews and discusses such proposals and recommendations with our CEO and considers them as one factor in determining and approving the compensation of our Named Executive ~~Officers.~~Officers (except with respect to compensation of our CEO and CTO). Our CEO also attends meetings of our board of directors and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving compensation of our ~~executive directors.~~CEO and/or CTO.

Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

In fiscal year ~~2022,~~2023, the Compensation Committee engaged Compensia to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our Named Executive Officers, and with the data analysis and selection of the compensation peer group.

During fiscal year ~~2022,~~2023, Compensia attended meetings of the Compensation Committee as requested and provided various services including the following:

•the review, analysis and updating of our compensation peer group;

•~~an assessment and review of executive officer and director stock ownership guidelines and peer company practices and considerations of implementing such guidelines;~~

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•a review and analysis of our non-executive director compensation program and methodology, including an assessment against competitive market data based on the companies in our compensation peer group;

•review of compensation related disclosures, including the Compensation Discussion and Analysis for our definitive proxy statement for our ~~2021~~2022 Annual ~~Meeting;~~Meeting, and with respect to this proxy statement, reviewing this Compensation Discussion and Analysis and new Pay vs. Performance disclosure;

•the review and analysis of the base salary levels, target annual cash incentive awards and long-term incentive compensation of our Named Executive Officers and other senior leadership team members against competitive market data based on the companies in our compensation peer group and/or selected broad-based compensation surveys;

•the review and analysis of compensation for Mr. Kulkarni and Mr. Banon, our ~~current CEO;~~executive directors;

•the review and analysis of our ~~2021~~2022 Say-on-Pay vote results;

•review and analysis of executive change in control and severance agreements;

•review of and update on compensation trends and rulemaking developments relevant to the Compensation Committee;

•review and assessment on market practice for ~~executive bonus~~performance-based equity practices;

•provide market data on employee stock purchase plan ~~design terms~~design; and ~~practices;~~

•~~the review and analysis of compensation for the Chief Sales Officer position; and~~

•support on other ad hoc matters throughout the year.

~~The terms~~

Executive Compensation | Elastic 2023 Proxy Statement 49

Table of ~~Compensia’s engagement includes reporting directly to~~Contents

Setting Target Total Direct Compensation

Each year, the Compensation Committee ~~chair. Compensia also coordinated with~~conducts an annual review of the compensation arrangements of our ~~management for data collection~~Named Executive Officers.As part of this review, the Compensation Committee evaluates the base salary levels and ~~job matching~~long-term incentive compensation of our Named Executive Officers, as well as the annual cash incentive awards for our ~~executive officers. In fiscal year 2022, Compensia provided only compensation-related services for us.~~ Named Executive Officers who are eligible to receive such awards, and all related performance criteria.

The Compensation Committee ~~has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included~~does not establish a ~~review~~specific target for formulating the target total direct compensation of our Named Executive Officers. In making decisions and recommendations about the compensation of our Named Executive Officers, the members of the ~~services that such~~Compensation Committee are initially presented with a competitive market analysis prepared by its compensation consultant ~~provided,~~based on data gathered from the ~~quality~~companies in our compensation peer group and considerations from broader executive compensation trends for its review and consideration. Drawing on this data, the members of ~~those services~~the Compensation Committee then apply their professional experience to consider the following factors as applicable:

•our executive compensation program objectives;

•our performance against the financial, operational and strategic objectives established by the Compensation Committee and our board of directors;

•each individual Named Executive Officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys;

•the potential of each individual Named Executive Officer to contribute to our long-term financial, operational and strategic objectives;

•the compensation of our CEO and CTO relative to that of our other Named Executive Officers, and compensation parity among our Named Executive Officers;

•the compensation practices of our compensation peer group and broader executive compensation trends and the ~~fees associated~~positioning of each Named Executive Officer’s compensation in a ranking of executive officer compensation levels based on an analysis of competitive market data; and

•the recommendations of our CEO with respect to the ~~services provided during fiscal year 2022. Based~~compensation of our Named Executive Officers (except with respect to his own and the CTO’s compensation).

The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions and recommendations. The members of the Compensation Committee consider this ~~review,~~information in view of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer and business judgment in making their decisions and recommendations.

Executive Compensation | Elastic 2023 Proxy Statement 50

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The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions and recommendations with respect to our Named Executive Officers. Instead, in making its determinations and recommendations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, as well as ~~consideration~~from more broad-based compensation surveys to gain a general understanding of ~~the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Section 303A.05(c)(iv) of the rules of the NYSE relating to the independence of the Compensation Committee’s~~market compensation advisors and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.levels.

Competitive Positioning

The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee considers in making its decisions and recommendations with respect to the compensation of our Named Executive Officers.

The compensation peer group for fiscal year ~~2022,~~2023, which was developed in May ~~2021~~2022 with the assistance of Compensia to analyze the compensation of our Named Executive Officers, was composed of ~~publicly-traded~~publicly traded technology companies against which we compete for executive talent. In identifying and selecting the companies for the compensation peer group, Compensia considered the following primary criteria:

•~~publicly-traded~~publicly traded companies in the software and internet services sectors identified on a national basis, with a focus on California-based companies;

•similar revenues – within a range of ~0.5x to ~2.0x our trailing four fiscal quarters’ revenue; and

•similar market capitalization – within a range of ~0.33x to ~3.0x our then-market capitalization.

~~Table of~~ ~~Contents~~

After consultation with Compensia, the Compensation Committee approved the following compensation peer group for use when making its fiscal year ~~2022~~2023 executive compensation decisions:


Alarm.com Holdings	~~Five9~~HubSpot	Smartsheet
Alteryx	~~HubSpot~~MongoDB	~~Tenable Holdings~~Splunk
~~Anaplan~~Avalara	~~MongoDB~~New Relic	Tenable Holdings
Cloudflare	Okta	The Trade Desk
~~Avalara~~Coupa Software	~~New Relic~~Paylocity Holding	Zendesk
~~Cloudera~~Five9	~~Okta~~Rapid7	Zscaler
~~Cloudflare~~	~~Paylocity Holding~~
~~Coupa Software~~	~~SailPoint Technologies~~

The Compensation Committee used data gathered by Compensia from the public filings of the companies in our compensation peer group, as well as data from a custom data cut of the peer companies ~~(other than Zscaler)~~ drawn from the Radford Global Technology Survey database that are similar to us in revenue, market capitalization and industry for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points.database. This data permitted us to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target annual cash incentive awards and long-term incentive compensation.

The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. The fiscal year 2023 peer group reflects the removal of Anaplan, Cloudera and Sailpoint Technologies due to each being acquired and the addition of Rapid7 and Splunk.

Executive Compensation | Elastic 2023 Proxy Statement 51

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Compensation Elements

Our executive compensation program consists principally of base salary, annual short-term cash incentive compensation and long-term incentive compensation in the form of equity ~~awards. In addition, for fiscal year 2022, Messrs. Kulkarni, Banon, Moorjani and Appleby were also eligible to receive annual cash incentive~~ awards.

Base Salary

Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests.

Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the time we hire the individual, taking into account their position, qualifications, and experience, the market compensation for such role, and the base salaries of our other executive officers. Thereafter, the Compensation Committee reviews the base salaries of our Named Executive Officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own and the CTO’s base ~~salary of executive directors)~~salary), and makes adjustments (other than with respect to our ~~executive directors)~~CEO and CTO) that it determines are reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion and market conditions. With respect to our ~~executive directors,~~CEO and CTO, the ~~non-executive directors serving on our~~ board of directors ~~determine~~determines any base salary adjustments upon the recommendation of the Compensation Committee.

In ~~November 2021,~~December 2022, the Compensation Committee reviewed the base salaries of our Named Executive Officers employed by the Company at such time. The Compensation Committee ~~recommended~~(and, with respect to ~~our~~the CEO and CTO, the board of directors that the base salary of Mr. Banon, our then-CEO, be increased, and approved an increase in the base salary of Mr. Moorjani, in each instance, to be more competitive with the base salaries of similarly-situated executive officers at companies of comparable size and stage of maturity, as well as the base salaries of our other executive officers, and to compensate Messrs. Banon and Moorjani for not having received market-based adjustments in prior years. The Compensation Committee alsodirectors) determined not to increase the base salaries of the ~~other~~ Named Executive Officers employed by the Company at such time. In making this recommendation, ~~and these decisions,~~ the Compensation Committee took into consideration a competitive market analysis prepared by Compensia, the recommendations of our ~~then-CEO~~CEO (except with respect to his own base ~~salary)~~salary and the base salary of the CTO) and the current ~~retention risks~~business performance, opportunities and challenges facing us,

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as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Subsequently, in December 2021, the non-executive directors serving on our board of directors increased the base salary of Mr. Banon, effective as of November 1, 2021, upon the recommendation of the Compensation Committee.

The base salaries of our Named Executive Officers as determined in ~~November 2021~~December 2022 for fiscal year ~~2022~~2023 were as follows:


Named Executive Officer	Named Executive Officer	Fiscal Year 2021 Base Salary	Fiscal Year 2022 Base Salary (1)	Percentage Change	Named Executive Officer	Fiscal Year 2022 Base Salary	Fiscal Year 2023 Base Salary	Percentage Change
Ashutosh Kulkarni					Ashutosh Kulkarni	$600,000	$600,000	—%
Shay Banon	Shay Banon	$400,000	$500,000	25.0%	Shay Banon	$500,000	$500,000	—%
Ashutosh Kulkarni		$500,000	$500,000	—%
Janesh Moorjani	Janesh Moorjani	$365,000	$500,000	37.0%	Janesh Moorjani	$500,000	$500,000	—%
Paul Appleby		$500,000	$500,000	—%
W.H. Baird Garrett		$400,000	$400,000	—%
Ken Exner					Ken Exner	$—	$450,000	—%
Carolyn Herzog					Carolyn Herzog	$—	$425,000	—%


☒☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2))

☐☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a12


~~Meeting Details~~
~~Time:~~Date and Time	Place	Record Date
Thursday, October 5, 2023 5:00 PM, Central European Summer Time
~~Date:~~	~~Thursday, October 6, 2022~~
~~Address:~~	Keizersgracht 281, 1016 ED Amsterdam, the Netherlands		September 7, 2023


Item 1			Opening and announcements
Item 2			Overview of the Company’s business, financial situation and sustainability
Item 3			Appointment of ~~Sohaib Abbasi,~~Paul Auvil, Alison Gleeson, and Caryn Marooney ~~Chetan Puttagunta, and Steven Schuurman~~ as non-executive directors (voting proposal no. 1)
Item 4			Financial statements and results a.Discussion of the Company’s financial statements for the fiscal year that commenced on May 1, ~~2021~~2022 and ended on April 30, ~~2022~~2023 (“fiscal year ~~2022”~~2023”), including the Dutch statutory board report and annual accounts b.Proposal to adopt the Dutch statutory ~~financial statements prepared in accordance with International Financial Reporting Standards~~annual accounts of the Company for fiscal year ~~2022~~2023 (voting proposal no. 2)
Item 5			Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the Company’s external auditor of the Company’s Dutch statutory annual accounts for the fiscal year ending April 30, ~~2023~~2024 (voting proposal no. 3)
Item 6			Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, ~~2023~~2024 (voting proposal no. 4)
Item 7			Proposal to grant full discharge to the executive directors of the Company who were in office during fiscal year ~~2022~~2023 from liability for their duties performed as executive directors of the Company during fiscal year ~~2022~~2023 (voting proposal no. 5)
Item 8			Proposal to grant full discharge to the non-executive directors of the Company who were in office during fiscal year ~~2022~~2023 from liability for their duties performed as non-executive directors of the Company during fiscal year ~~2022~~2023 (voting proposal no. 6)
Item 9			Authorization of the board of directors to issue ordinary shares and grant rights to acquire ordinary shares (voting proposal no. 7)
Item 10			Authorization of the board of directors to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights (voting proposal no. 8)
Item 11			Authorization of the board of directors to repurchase ordinary shares (voting proposal no. 79)
Item 1012			~~Approval of the Elastic N.V. 2022 Employee Stock Purchase Plan (voting proposal no. 8~~)
~~Item 11~~			Proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in this proxy statement (voting proposal no. 910)
Item 1213			Any other business
Item 1314			Closing of the meeting


			~~Page~~
~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROCEDURAL MATTERS~~			1
~~BOARD OF DIRECTORS AND CORPORATE GOVERNANCE~~			7
~~BOARD APPOINTMENTS—VOTING PROPOSAL NO. 1~~			28
~~ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS—VOTING PROPOSAL NO. 2~~			29
~~APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE EXTERNAL AUDITOR OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS—VOTING PROPOSAL NO. 3~~			30
~~RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—VOTING PROPOSAL NO. 4~~			31
~~REPORT OF THE AUDIT COMMITTEE~~			33
~~GRANT OF FULL DISCHARGE TO EXECUTIVE DIRECTOR—VOTING PROPOSAL NO. 5~~			34
~~GRANT OF FULL DISCHARGE TO NON-EXECUTIVE DIRECTORS—VOTING PROPOSAL NO. 6~~			35
~~AUTHORIZATION OF THE BOARD OF DIRECTORS TO REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY—VOTING PROPOSAL NO. 7~~			36
~~APPROVAL OF THE ELASTIC N.V. 2022 EMPLOYEE STOCK PURCHASE PLAN~~—~~VOTING PROPOSAL~~ ~~NO. 8~~			37
~~NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS—VOTING PROPOSAL NO. 9~~			43
~~EXECUTIVE OFFICERS~~			44
~~EXECUTIVE COMPENSATION~~			45
~~COMPENSATION DISCUSSION AND ANALYSIS~~			45
~~EXECUTIVE COMPENSATION TABLES~~			67
~~REPORT OF THE COMPENSATION COMMITTEE~~			75
~~CEO PAY RATIO~~			76
~~DELINQUENT SECTION 16(a) REPORTS~~			78
~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~			79
~~EQUITY COMPENSATION PLAN INFORMATION~~			81
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~			82
~~FUTURE SHAREHOLDER PROPOSALS~~			84
~~ANNUAL REPORT~~			85
~~HOUSEHOLDING OF PROXY MATERIALS~~			85
~~WHERE YOU CAN FIND MORE INFORMATION~~			85
~~OTHER MATTERS~~			86
~~APPENDIX A - ELASTIC~~ ~~N.V.~~ ~~2022 EMPLOYEE STOCK PURCHASE PLAN~~			87
~~APPENDIX~~ B ~~- NON-GAAP FINANCIAL MEASURES~~			97


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 September 8, 2022 (the “Record Date”) for an annual general meeting of shareholders of Elastic to be held on October 6, 2022 (the “Annual Meeting”). We do this in order to solicit voting proxies for use 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. If you are a beneficial owner and you follow the voting instructions provided in the notice you receive from your broker, bank or other intermediary, you direct such organization to vote your shares in accordance with your instructions. These proxy materials are being distributed to you on or about . As a shareholder, you are invited to attend the Annual Meeting, and we request that you vote on the proposals described in this proxy statement.
			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, no. 7, no. 8 and no. 9 as described in this proxy statement.~~
Q:			~~How does the board of directors recommend that I vote?~~
A:			~~After careful consideration, the board of directors unanimously recommends that the Company’s shareholders vote:~~
			•~~“FOR” the appointment of the nominees as non-executive directors of the Company (“voting proposal no. 1”);~~
			•~~“FOR” the adoption of the Company’s Dutch statutory annual accounts (the “Dutch Statutory Annual Accounts”) (“voting proposal no. 2”);~~
			•“FOR” the appointment of PricewaterhouseCoopers Accountants N.V. as the Company’s external auditor of the Company’s Dutch statutory annual accounts for the fiscal year ending April 30, 2023 (“voting proposal no. 3”);
			•“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending April 30, 2023 (“voting proposal no. 4”);
			•~~“FOR” the granting of full discharge to the executive directors of the Company who were in office during fiscal year 2022 (“voting proposal no. 5”);~~
			•~~“FOR” the granting of full discharge to the non-executive directors of the Company who were in office during fiscal year 2022 (“voting proposal no. 6”);~~


Proxy Statement Voting Proposals Summary	1	Voting Proposal 5 - Grant of Full Discharge to Executive Directors	33
Board of Directors and Corporate Governance	2	Voting Proposal 6 - Grant of Full Discharge to Non-Executive Directors	34
Board of Directors	2	Voting Proposal 7 - Authorization of the Board to Issue Ordinary Shares and Grant Rights to Acquire Ordinary Shares	35
Board Diversity	3	Voting Proposal 8 - Authorization of the Board to Restrict or Exclude Pre-Emptive Rights for Issuances of Shares and Grants of Rights	37
Board Skills and Experience Matrix	5	Voting Proposal 9 - Authorization of the Board of Directors to Repurchase Shares in the Capital of the Company	39
Nominees for Director	6	Voting Proposal 10 - Non-Binding Advisory Vote on the Compensation of O ur Named Executive Officers	40
Continuing Directors	8	Executive Officers	41
Director Independence	12	Executive Compensation	42
Corporate Governance Guidelines and Code of Business Conduct and Ethics	13	Compensation Discussion and Analysis	42
Board Leadership Structure and Role of the Independent Chair person and Lead Independent Director	13	Executive Compensation Tables	64
Risk Management	14	Report of the Compensation Committee	73
Management Succession Planning	14	CEO Pay Ratio	74
Board Meetings and Committees of Board of Directors	15	Pay Versus Performance	75
Environmental, Social and Governance Matters	18	Certain Relationships and Related Party Transactions	79
Policies Governing Director Nominations	23	Equity Compensation Plan Information	81
Communication with the Board	24	Security Ownership of Certain Beneficial Owners and Management	82
Compensation Committee Interlocks and Insider Participation	24	Questions and Answers About the Annual Meeting	84
Non-Executive Director Compensation	24	Future Shareholder Approvals	90
Fiscal 2023 Non-Executive Director Compensation Table	26	Future shareholder proposals for inclusion in Elastic’s proxy materials under SEC rules	90
Voting Proposal 1 - Board Appointments	27	Future shareholder proposals to be brought at the annual general meeting under Dutch law	90
Voting Proposal 2 - Adoption of Dutch Statutory Annual Accounts	28	Annual Report	91
Voting Proposal 3 - Appointment of Price waterhouseCoopers Accountants N.V. as the External Auditor of Dutch Statutory Annual Accounts	29	Where You Can Find More Information	91
Voting Proposal 4 - Ratification of Selection of PricewaterhouseCoopers LLP as the Company ’s Independent Registered Public Accounting Firm	30	Other Matters	92
Report of the Audit Committee	32	Appendix A - Reconciliation of Non-GAAP Financial Measures	A-1


	Voting Proposals	Board Recommendation	Page Reference
1	Board Appointments	FOR each nominee	27
2	Adoption of Company’s Dutch statutory annual accounts (the “Dutch Statutory Annual Accounts”) for fiscal year 2023	FOR	28
3	Appointment of PricewaterhouseCoopers Accountants N.V. as external auditor of the Company’s Dutch Statutory Annual Accounts for fiscal year 2024	FOR	29
4	Ratification of selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024	FOR	30
5	Grant of full discharge to executive directors	FOR	33
6	Grant of full discharge to non-executive directors	FOR	34
7	Authorization of board of directors to issue ordinary shares and grant rights to acquire ordinary shares under Dutch law	FOR	35
8	Authorization of board of directors to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights	FOR	37
9	Authorization of board of directors to repurchase shares in the capital of the Company	FOR	39
10	Non-binding advisory vote to approve compensation of named executive officers as described in this proxy statement	FOR	40


			•~~“FOR” the approval to authorize the board of directors to repurchase shares in the capital of the Company (“voting proposal no. 7”);~~
			•~~“FOR” the approval of the Elastic N.V. 2022 Employee Stock Purchase Plan (“voting proposal no. 8”); and~~
			•~~“FOR” the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers (as defined below) (“voting proposal no. 9”).~~
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 submitting your name and number of registered shares to the Company’s e-mail address ir@elastic.co by 8:00 PM EDT on October 3, 2022. You will be asked to show photo identification and the following:
			•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 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:			~~Where is the Annual Meeting?~~
A:			The Annual Meeting will be held at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands. Shareholders may request directions to the Annual Meeting by contacting Investor Relations at 800 West El Camino Real, Suite 350, Mountain View, California 94040, e-mail ir@elastic.co.
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 (the last practicable date prior to the Record Date and the mailing of the proxy statement), we had ordinary shares issued and outstanding. See the questions entitled “~~How can I vote my shares in person at the Annual Meeting?” and “How can I vote my shares without attending the Annual Meeting?” below for additional details.~~
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.
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 Meeting only if you obtain a “legal 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 Meeting.
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 5:59 a.m. CEST on October 6, 2022/11:59 p.m. EDT on October 5, 2022. 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 6, 2022/11:59 p.m. EDT on October 5, 2022. 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 a two-thirds majority of the votes cast at the Annual Meeting, which votes must represent more than one-half of the issued and outstanding share capital, are cast against the proposal.
			Each of voting proposals no. 2, no. 3, no. 4, no. 5, no. 6 no. 7, no. 8 and no. 9 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. 9, commonly referred to as the “say-on-pay” vote, is advisory and not binding. Our board of directors will review the voting results and take them into consideration in determining 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, assuming a quorum is present. If you are a beneficial owner and you fail to provide the organization that is the shareholder of record for your shares with voting instructions, the organization will not have discretion to vote on the non-routine matters that will be proposed at the Annual Meeting. If you fail to provide voting instructions to the organization or instruct the organization to vote your shares to abstain from voting, it will have no effect on the voting proposals. If you are a beneficial owner and you fail to provide the 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 not have discretion to vote on non-routine matters, such as voting proposals nos. 1, 2, 5, 6, 7, 8 and 9.
Q:			~~What is the effect of a broker non-vote?~~
A:			A broker non-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 broker present or represented by proxy will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, and a broker non-vote will be treated as an abstention and therefore not be counted for purposes of determining the number of votes cast with respect to a particular proposal as to which that broker non-vote occurs. Thus, a broker non-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 Meeting?~~,” (2) by providing a written notice of revocation to Elastic’s Corporate Secretary at Elastic N.V., 800 West El Camino Real, Suite 350, Mountain View, California 94040, prior to your shares being voted, or (3) by attending the Annual Meeting and voting in person, which will supersede any proxy previously submitted by you. However, merely attending the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically request it.
			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 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 or a shareholder outreach. 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 Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (“SEC”) and made available on its website at www.sec.gov within four business days of the Annual Meeting.
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 annual general meeting or to nominate individuals to serve as directors?~~
A:			~~Future Shareholder Proposals for inclusion in the Company’s proxy materials under SEC rules~~ Any shareholder desiring to present a resolution for inclusion in the Company’s proxy statement for the annual general meeting of shareholders to be held in 2023 (the “2023 Annual Meeting”) must deliver such resolution to the Company’s Corporate Secretary at the address below no later than , 2023 (120 days before the anniversary date of the release of this proxy statement to shareholders). Only those resolutions that comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be included in the Company’s proxy statement for the 2023 Annual Meeting. ~~Future Shareholder Proposals to be brought at the annual general meeting under Dutch law~~ In addition, under Dutch law, shareholders are permitted to submit a resolution for consideration at the 2023 Annual Meeting so long as (1) such matter is received by the Company no later than 60 days prior to the date of the meeting, and (2) the shareholder or group of shareholders submitting the proposed agenda item or resolutions owns at least 3% of the Company’s issued share capital. Complete details regarding all requirements that must be met regarding advance notice procedure for shareholders who wish to present certain matters at an annual general meeting of shareholders can be found in our articles of association. See “~~Future Shareholder Proposals.~~” ~~All submissions to the Company should be made to:~~ ~~Elastic N.V.~~ ~~800 West El Camino Real, Suite 350~~ ~~Mountain View, California 94040~~ ~~Attention: Investor Relations~~ ~~Email: ir@elastic.co~~ 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 “~~Board of Directors and Corporate Governance—Policies Governing Director Nominations—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 writing to Elastic N.V., 800 West El Camino Real, Suite 350, Mountain View, California 94040, Attention: Investor Relations or e-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.


Name	Age	Director Since	Current Term Expires	Expiration of Term For Which Nominated	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Nominees for Director
Sohaib Abbasi Vice-Chairman	66	2022	*	2025	Yes		ü
Caryn Marooney	55	2019	2022	2023	Yes			ü
Chetan Puttagunta Chairman Lead Independent Director	36	2017	2022	2024	Yes	ü		©
Steven Schuurman	46	2012	2022	2025	Yes
Continuing Directors
Ashutosh Kulkarni Executive Director Chief Executive Officer (“CEO”)	47	2022	2025	-	No
Shay Banon Executive Director Chief Technology Officer (“CTO”)	44	2012	2024	-	No
Jonathan Chadwick	56	2018	2023	-	Yes	©	ü
Alison Gleeson	57	2020	2023	-	Yes		©
Shelley Leibowitz	61	2021	2024	-	Yes	ü		ü


Board Diversity Matrix
Total Number of Directors: 9
	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	6	-	-
Number of Directors Who Identify as:
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	3	-	-
Hispanic or Latinx	-	-	-	-
Middle Eastern	-	1	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White (not of Hispanic or Latinx origin)	3	2	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-


Board Diversity Matrix (as of July 31, 2022)
Total Number of Directors:	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	6	-	-
Number of Directors Who Identify as:
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	3	-	-
Hispanic or Latinx	-	-	-	-
Middle Eastern	-	1	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White (not of Hispanic or Latinx origin)	3	2	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-


©			=			~~Chairperson~~Committee Chair


~~Non-GAAP Operating Margin Percentage~~
~~Non-GAAP Operating Margin Percentage~~						~~Payout Percentage~~
~~Below Threshold (<-8.7%)~~						0%
~~Threshold (-8.7%)~~						~~50%~~
~~Target (-3.7%)~~						~~100%~~
~~Maximum (>1.3%)~~						~~150%~~


Non-GAAP Operating Margin Percentage
Non-GAAP Operating Margin Percentage						Payout Percentage
Below Threshold (<~~-6.5%~~-5.3%)						0%—%
Threshold ~~(-6.5%~~(-5.3%)						50%
Target ~~(-1.5%~~(-0.3%)						100%
Maximum (>~~3.5%~~4.7%)						150%


Named Executive Officer	Named Executive Officer	Annual Cash Incentive for First Half of Fiscal Year 2022 ($)	Annual Cash Incentive for Second Half of Fiscal Year 2022 ($)	Total Annual Cash Incentive Award for Fiscal Year 2022 ($)	Named Executive Officer	Annual Cash Incentive for First Half of Fiscal Year 2023 ($)	Annual Cash Incentive for Second Half of Fiscal Year 2023 ($)	Total Annual Cash Incentive Award for Fiscal Year 2023 ($)
Ashutosh Kulkarni	Ashutosh Kulkarni	157,281	219,354	376,635	Ashutosh Kulkarni	281,878	247,200	529,078
Janesh Moorjani	Janesh Moorjani	114,815	136,437	251,252	Janesh Moorjani	140,939	123,600	264,539
Shay Banon	Shay Banon	121,360	127,368	248,728	Shay Banon	120,895	106,022	226,917
Paul Appleby		157,281	150,000	307,281
Ken Exner					Ken Exner	44,120	111,240	155,360
Carolyn Herzog					Carolyn Herzog	119,798	105,060	224,858


Named Executive Officer	Stock Options (aggregate # of shares)		Stock Options (aggregate award value)	RSU Awards (aggregate # of shares)		RSU Awards (aggregate award value)	Aggregate Equity Awards (award value)
Ashutosh Kulkarni	212,865	(1)	$10.0 million	84,719	(2)	$8.0 million	$18.0 million
Janesh Moorjani	86,653	(3)	$4.5 million	43,042	(4)	$4.5 million	$9.0 million
Shay Banon	52,359	(5)	$4.0 million	26,548	(6)	$4.0 million	$8.0 million
Paul Appleby	32,724	(7)	$2.5 million	16,592	(8)	$2.5 million	$5.0 million
W.H. Baird Garrett	—		—	—		—	—


Name and Principal Position	Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)		Total ($)	Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)		Total ($)
Ashutosh Kulkarni	Ashutosh Kulkarni	2022	530,834		—	7,122,290	9,838,736		376,635		19,575	(3)	17,888,070	Ashutosh Kulkarni	2023		600,000		—	12,599,999	—	529,078		11,794	(3)	13,740,871
Chief Executive Officer	Chief Executive Officer	2021	164,773		200,000	6,495,748	3,416,442		125,191		3,750	(3)	10,405,903	Chief Executive Officer	2022		530,834		—	7,122,290	9,838,736	376,635		19,575	(3)	17,888,070
															2021		164,773		200,000	6,495,748	3,416,442	125,191		3,750	(3)	10,405,903
Janesh Moorjani	Janesh Moorjani	2022	432,500		—	3,961,090	4,359,393		251,252		20,100	(3)	9,024,335	Janesh Moorjani	2023		500,000		—	5,499,948	—	264,539		15,000	(3)	6,279,487
Chief Financial Officer and Chief Operating Officer	Chief Financial Officer and Chief Operating Officer	2021	365,000		—	1,837,750	2,090,179		275,825		17,100	(3)	4,585,853	Chief Financial Officer and Chief Operating Officer	2022		432,500		—	3,961,090	4,359,393	251,252		20,100	(3)	9,024,335
		2020	365,000		—	863,304	2,669,951		191,636		16,298	(3)	4,106,189
Chief Financial Officer and Chief Operating Officer														Chief Financial Officer and Chief Operating Officer	2021		365,000		—	1,837,750	2,090,179	275,825		17,100	(3)	4,585,853
	Shay Banon	2022	426,286	(4)	—	3,406,374	3,724,552		248,728	(4)	77,971	(4)(5)	7,883,912		2023		428,891	(4)	—	2,999,977	—	226,917	(4)	95,771	(4)(5)	3,751,556
Chief Technology Officer	Chief Technology Officer	2021	387,720	(6)	—	4,594,666	5,225,530		291,827	(6)	65,864	(6)(7)	10,565,607	Chief Technology Officer	2022	(6)	426,286	(7)	—	3,406,374	3,724,552	248,728	(7)	77,971	(7)(8)	7,883,912
		2020	375,000		—	—	4,872,356	(8)	196,886		—		5,444,242		2021	(6)	387,720	(9)	—	4,594,666	5,225,530	291,827	(9)	65,864	(9)(10)	10,565,607
Paul Appleby		2022	500,000		—	2,128,920	2,327,818		307,281		17,400	(3)	5,281,419
Former President, Worldwide Field Operations		2021	344,697		200,000	6,137,767	2,262,072		259,058		10,888	(3)	9,214,482
W.H. Baird Garrett		2022	303,147		—	—	—		—		—		303,147
Former Senior Vice President and General Counsel		2021	400,000		—	918,875	1,045,089		—		—		2,363,964
		2020	400,000		—	—	—		—		—		400,000
Carolyn Herzog														Carolyn Herzog	2023		425,001		—	6,485,783	1,747,238	224,858		23,021	(3)	8,905,901
Chief Legal Officer														Chief Legal Officer
Ken Exner														Ken Exner	2023		304,688		—	9,609,326	2,822,318	155,360		19,522	(3)	12,911,214
Chief Product Officer														Chief Product Officer



				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	Approval Date	Grant Date	Award Type	Threshold ($)	Target ($)	Maximum ($)
Ashutosh Kulkarni			Annual Cash	195,205	390,411	585,616
	11/29/2021	12/8/2021	RSUs				13,274			1,703,187
	3/7/2022	3/8/2022	RSUs				71,445			5,419,103
	11/29/2021	12/8/2021	Options					26,179	128.31	1,862,241
	3/7/2022	3/8/2022	Options					186,686	75.85	7,976,495
Janesh Moorjani			Annual Cash	129,750	259,500	389,250
	11/29/2021	12/8/2021	RSUs				13,274			1,703,187
	3/7/2022	3/8/2022	RSUs				29,768			2,257,903
	11/29/2021	12/8/2021	Options					26,179	128.31	1,862,241
	3/7/2022	3/8/2022	Options					60,474	75.85	2,497,153
Shay Banon			Annual Cash	127,886	255,772	383,657
	11/29/2021	12/8/2021	RSUs				26,548			3,406,374
	11/29/2021	12/8/2021	Options					52,359	128.31	3,724,552
Paul Appleby			Annual Cash	150,000	300,000	450,000
	11/29/2021	12/8/2021	RSUs				16,592			2,128,920
	11/29/2021	12/8/2021	Options					32,724	128.31	2,327,818
W.H. Baird Garrett (5)


			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)
Ashutosh Kulkarni	3/8/2022	(2)	11,667	175,019	75.85	03/07/2032
	12/8/2021	(3)	2,181	23,998	128.31	12/07/2031
	3/8/2021	(4)	1,776	4,786	111.20	03/07/2031
	2/9/2021	(5)	9,816	21,599	166.43	02/08/2031
	3/8/2022	(6)					71,445	5,439,822
	12/8/2021	(7)					12,445	947,562
	3/8/2021	(8)					43,812	3,335,846
Janesh Moorjani	3/8/2022	(9)	2,519	57,955	75.85	03/07/2032
	12/8/2021	(3)	2,181	23,998	128.31	12/07/2031
	12/8/2020	(10)	8,322	16,646	145.83	12/07/2030
	6/8/2019	(11)	4,773	52,512	81.39	06/07/2029
	4/2/2018	(12)	9,016	18,750	13.07	04/01/2028
	9/7/2017	(13)	58,931	—	10.15	09/06/2027
	3/8/2022	(14)					29,768	2,266,536
	12/8/2021	(7)					12,445	947,562
	12/8/2020	(15)					9,452	719,675
	6/8/2019	(16)					10,607	807,617
Shay Banon	12/8/2021	(3)	4,363	47,996	128.31	12/07/2031
	12/8/2020	(10)	20,807	41,614	145.83	12/07/2030
	4/2/2018	(17)	108,334	—	13.07	04/02/2028
	9/7/2017	(18)	18,007	—	10.15	09/06/2027
	12/8/2021	(7)					24,889	1,895,048
	12/8/2020	(15)					23,631	1,799,264
Paul Appleby	12/8/2021	(3)	2,727	29,997	128.31	12/07/2031
	9/8/2020	(19)	15,884	24,245	99.78	09/07/2030
	12/8/2021	(7)					15,555	1,184,358
	9/8/2020	(20)					38,446	2,927,278
W.H. Baird Garrett (21)


Name	Name	Termination Reason	Base Salary ($)	Bonus ($)	Accelerated Vesting of Equity Awards ($)(1)	Continuation of Insurance Coverage ($)(2)	Total ($)	Name	Termination Reason	Base Salary ($)	Bonus ($)	Accelerated Vesting of Equity Awards ($)(1)	Continuation of Insurance Coverage ($)(2)	Total ($)
Ashutosh Kulkarni	Ashutosh Kulkarni	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	600,000	600,000	9,773,986	21,302	10,995,288	Ashutosh Kulkarni	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	600,000	600,000	17,408,008	21,302	18,629,309
		Termination Without Cause or Resignation for Good Reason	300,000	300,000	—	21,302	621,302		Termination Without Cause or Resignation for Good Reason	300,000	300,000	—	21,302	621,302
Janesh Moorjani	Janesh Moorjani	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	500,000	300,000	5,940,760	17,333	6,758,093	Janesh Moorjani	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	500,000	300,000	7,917,340	17,333	8,734,673
		Termination Without Cause or Resignation for Good Reason	250,000	150,000	—	17,333	417,333		Termination Without Cause or Resignation for Good Reason	250,000	150,000	—	17,333	417,333
Shay Banon	Shay Banon	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	466,764	280,058	3,694,313	5,795	4,446,930	Shay Banon	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	428,891	257,335	4,919,836	5,325	5,611,387
		Termination Without Cause or Resignation for Good Reason	233,382	140,029	—	5,795	379,206		Termination Without Cause or Resignation for Good Reason	214,446	128,667	—	5,325	348,438
Paul Appleby		Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	250,000	150,000	—	21,302	421,302
Carolyn Herzog								Carolyn Herzog	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	425,000	255,000	4,547,654	21,302	5,248,956
		Termination Without Cause or Resignation for Good Reason	250,000	150,000	—	21,302	421,302		Termination Without Cause or Resignation for Good Reason	212,500	127,500	—	21,302	361,302
W.H. Baird Garrett (3)		Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	—	—	—	—	—
Ken Exner								Ken Exner	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control	450,000	450,000	6,473,372	—	7,373,372
		Termination Without Cause or Resignation for Good Reason	—	—	—	—	—		Termination Without Cause or Resignation for Good Reason	225,000	225,000	—	—	450,000


Components from Fiscal 2022 Summary Compensation Table (“SCT”)	Actual Values from SCT for CEO Period		For CEO Pay Ratio: Annualized Values + One-Time Values		Rationale
Salary	$	180,822	$	600,000	Annualized salary
Option Awards	$	7,976,495	$	7,976,495	Not annualized; one-time grant of promotion option covering 186,686 shares
Stock Awards	$	5,419,103	$	5,419,103	Not annualized; one-time grant of supplemental RSU award covering 23,815 shares and promotion RSU award covering 47,630 shares
Non-Equity Incentive Plan Compensation	$	219,354	$	545,745	Annualized bonus equal to (i) the actual bonus earned under the Bonus Plan by Mr. Kulkarni during the second half of fiscal year 2022, which is the performance period that ended during the CEO Period, as a percentage of his target bonus over the same period, or 91%, multiplied by (ii) the percentage of Mr. Kulkarni’s target bonus for the CEO Period, or 100%, multiplied by (iii) Mr. Kulkarni’s annual salary during the CEO Period, or $600,000.
All Other Compensation	$	5,899	$	19,575	Annualized Company matching contributions to 401(k) Plan
Total CEO Pay			$	14,560,921


Pay Versus Performance
							Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO	Compensation Actually Paid to PEO	Summary Compensation Table Total to Former PEO	Compensation Actually Paid to Former PEO	Average Summary Compensation Table Total for Non-PEO NEOs	Average Compensation Actually Paid for Non-PEO NEOs	Elastic Total Shareholder Return	Peer Group Total Shareholder Return	Net Income	Total Revenue
(1)	(2)	(3)	(2)	(3)	(2)	(4)	(5)	(6)		(7)
2023	$13,740,871	$9,400,758	$0	$0	$7,962,040	$5,196,020	$89	$170	($236,161,000)	$1,068,989,000
2022	$17,888,070	$12,888,629	$7,883,912	$1,805,028	$4,869,634	($156,939)	$119	$157	($203,848,000)	$862,374,000
2021	$0	$0	$10,565,607	$14,780,038	$6,642,551	$13,659,402	$188	$154	($129,434,000)	$608,489,000


PEO A. Kulkarni
+/-		2022		2023
	Summary Compensation Table - Total Compensation	$	17,888,070	$	13,740,871
-	Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year	$	(16,961,026)	$	(12,599,999)
+	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year	$	14,901,807	$	12,486,454
+	Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years	$	(2,813,346)	$	(4,358,806)
+	Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year	$	694,968	$	872,545
+	Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	(821,844)	$	(740,308)
-	Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	—	$	—
=	Compensation Actually Paid	$	12,888,629	$	9,400,758


Former PEO S. Banon
+/-		2021		2022
	Summary Compensation Table - Total Compensation	$	10,565,607	$	7,883,912
-	Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year	$	(9,820,196)	$	(7,130,926)
+	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year	$	3,800,374	$	1,895,048
+	Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years	$	—	$	(1,051,107)
+	Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year	$	—	$	125,835
+	Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	10,234,252	$	82,265
-	Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	—	$	—
=	Compensation Actually Paid	$	14,780,038	$	1,805,028


Reported NEO Average
+/-		2021		2022		2023
	Summary Compensation Table - Total Compensation	$	6,642,551	$	4,869,634	$	7,962,040
-	Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year	$	(6,050,981)	$	(4,259,074)	$	(7,291,148)
+	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year	$	5,971,413	$	2,950,323	$	5,188,077
+	Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years	$	3,522,030	$	(2,454,512)	$	(1,060,359)
+	Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year	$	53,999	$	133,070	$	615,935
+	Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	3,520,390	$	944,984	$	(218,524)
-	Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	—	$	(2,341,364)	$	—
=	Compensation Actually Paid	$	13,659,402	$	(156,939)	$	5,196,020


Plan Category	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))	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)		(a)	(b)	(c)
Equity compensation plans approved by security holders	Equity compensation plans approved by security holders	9,918,071	$29.59	0	Equity compensation plans approved by security holders	11,518,884	$32.94	2,504
Equity compensation plans not approved by security holders(2)	Equity compensation plans not approved by security holders(2)	—	—	—	Equity compensation plans not approved by security holders(2)	—	—	—
Total	Total	9,918,071	$29.59	0	Total	11,518,884	$32.94	2,504


Name of Beneficial Owner	Number of Shares	%
5% Shareholders:
FMR LLC (1)	9,261,030	9.8
The Vanguard Group (2)	6,937,755	7.3
BlackRock, Inc. (3)	5,356,407	5.6
Named Executive Officers and Directors:
Ashutosh Kulkarni (4)	78,357	*
Janesh Moorjani (5)	143,497	*
Shay Banon (6)	8,314,687	8.7
Paul Appleby (7)	27,950	*
W.H. Baird Garrett (8)	67,056	*
Sohaib Abbasi	—	*
Jonathan Chadwick (9)	135,029	*
Alison Gleeson (10)	3,404	*
Shelley Leibowitz	—	*
Caryn Marooney (11)	4,816	*
Chetan Puttagunta (12)	6,487	*
Steven Schuurman (13)	9,197,000	9.7
All current executive officers and directors as a group (11 persons) (14)	17,889,408	18.7


5% Shareholders:	Number of Shares Beneficially Owned	%
Steven Schuurman (1)	9,197,000	9.3
Shay Banon (2)	8,066,650	8.2
The Vanguard Group (3)	7,556,601	7.7
FMR LLC (4)	6,148,609	6.2
Baillie Gifford & CO (5)	5,910,271	6.2


	Number of
Named Executive Officers and Directors (including nominees):	Shares Owned(1)	RSUs Vesting Within 60 Days(2)	Stock Options Exercisable Within 60 Days(3)	Total Shares Beneficially Owned	%
Ashutosh Kulkarni	49,582	28,627	119,507	197,716	*
Janesh Moorjani (4)	59,417	10,898	175,567	245,882	*
Shay Banon (5)	7,866,977	5,121	194,552	8,066,650	8.2
Ken Exner	15,722	7,911	15,298	38,931	*
Carolyn Herzog	11,007	5,800	12,540	29,347	*
Sohaib Abbasi	654	2,627	—	3,281	*
Paul Auvil	—	—	—	—	*
Jonathan Chadwick	5,102	2,627	75,000	82,729	*
Alison Gleeson	4,727	2,627	—	7,354	*
Shelley Leibowitz	1,323	2,627	—	3,950	*
Caryn Marooney	6,139	2,627	—	8,766	*
Chetan Puttagunta	7,810	2,627	—	10,437	*
Steven Schuurman (6)	9,197,000	—	—	9,197,000	9.3
All current executive officers and directors (including nominees) as a group (13 persons)	17,225,460	74,119	592,464	17,892,043	18.1


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 our ordinary shares as of 5:00 PM, Eastern Daylight Time (“EDT”) on September 7, 2023 (the “Record Date”) for the Annual Meeting. The board of directors is soliciting voting proxies for use 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. If you are a beneficial owner of shares held in street name (a “beneficial owner”) and you follow the voting instructions provided in the notice you receive from your broker, bank or other intermediary, you direct such organization to vote your shares in accordance with your instructions. As a shareholder, you are invited to attend the Annual Meeting, and we request that you vote on the proposals described in this proxy statement.
			See 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 have your shares voted without attending the Annual Meeting. Your vote is important. We encourage you to submit your proxy or voting instructions as soon as possible. These proxy materials are being made available or distributed to you on or about September 12, 2023.
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, no. 7, no. 8, no. 9, and no. 10 as described in this proxy statement.
Q:			How does the board of directors recommend that I vote?
A:			After careful consideration, the board of directors unanimously recommends that the Company’s shareholders vote:
			•“FOR” the appointment of the nominees as non-executive directors of the Company (“voting proposal no. 1”);
			•“FOR” the adoption of the Company’s Dutch Statutory Annual Accounts (“voting proposal no. 2”);
			•“FOR” the appointment of PricewaterhouseCoopers Accountants N.V. as the Company’s external auditor of the Company’s Dutch Statutory Annual Accounts for the fiscal year ending April 30, 2024 (“voting proposal no. 3”);
			•“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending April 30, 2024 (“voting proposal no. 4”);
			•“FOR” the granting of full discharge to the executive directors of the Company who were in office during fiscal year 2023 from liability for their duties performed as executive directors of the Company during fiscal year 2023 (“voting proposal no. 5”);
			•“FOR” the granting of full discharge to the non-executive directors of the Company who were in office during fiscal year 2023from liability for their duties performed as non-executive directors of the Company during fiscal year 2023 (“voting proposal no. 6”);


			•“FOR” the approval to authorize the board of directors to issue ordinary shares and grant rights to acquire ordinary shares (“voting proposal no. 7”);
			•“FOR” the approval to authorize the board of directors to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights (“voting proposal no. 8”);


			•“FOR” the approval to authorize the board of directors to repurchase shares in the capital of the Company (“voting proposal no. 9”);
			•“FOR” the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers as described in this proxy statement (“voting proposal no. 10”).
Q:			May 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 submitting your name and number of registered shares to the Company’s e-mail address ir@elastic.co by 8:00 PM, EDT on October 2, 2023. You will be asked to show photo identification and the following:
			•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 at the Annual Meeting, including guests of our shareholders, without proper evidence of share ownership as of the Record Date.
			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:			Where is the Annual Meeting?
A:			The Annual Meeting will be held at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands. Shareholders may request directions to the Annual Meeting by contacting Investor Relations at ir@elastic.co.
Q:			Who is entitled to vote at the Annual Meeting?
A:			You may vote your Elastic ordinary shares if you owned your shares on the Record Date at the time specified herein. You may cast one vote for each ordinary share held by you as of the Record Date on all matters presented. As of August 21, 2023 (the last practicable date prior to the Record Date and the mailing of the proxy statement), we had 98,419,072 ordinary shares issued and outstanding. See the questions entitled “How can I vote my shares in person at the Annual Meeting?” and “How can I vote my shares without attending the Annual Meeting?” below for additional details.