Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 14, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of Dynatrace, Inc. (the "Company"), the board of directors
(the "Board") of the Company appointed Steve Rowland to the Board as a Class III
director, effective July 15, 2021. Simultaneously with Mr. Rowland's
appointment, the Board approved a board size increase from nine (9) to ten (10)
directors and a third director position was added among the Class III directors.
The term of the Company's Class III directors, including Mr. Rowland, expires at
the Company's annual meeting of stockholders to be held in 2022 or upon the
election and qualification of successor directors. Mr. Rowland has also been
appointed to the Audit Committee of the Board (the "Audit Committee"), effective
at the start of the Company's 2021 annual meeting of stockholders, scheduled to
be held on August 26, 2021 (the "Annual Meeting").
There are no arrangements or understandings between Mr. Rowland and any other
person pursuant to which he was selected as a director. Mr. Rowland has no
family relationship with any director or executive officer of the Company and he
has no direct or indirect material interest in any transaction involving
Dynatrace, Inc. required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Rowland's compensation will be consistent with that provided to all of the
Company's non-employee directors pursuant to the Company's Non-Employee Director
Compensation Policy, a copy of which policy is included as Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the year ended March 31, 2021. In
addition, the Company entered into an indemnification agreement with Mr. Rowland
in connection with his appointment to the Board, in substantially the same form
as that entered into with the Company's other directors.
Also on July 14, 2021, James K. Lines, a member of the Board, notified the Board
that he would not stand for re-election as a director of the Company. Mr. Lines'
decision not to stand for re-election was not due to any disagreement with the
Company, its auditors or advisors on any matter relating to the Company or its
operations, policies or practices. Mr. Lines' term will end at the start of the
Annual Meeting.
In connection with Mr. Lines not standing for re-election, effective at the
start of Annual Meeting, the Board approved a board size decrease from ten (10)
to nine (9) directors and selected Kirsten Wolberg to replace Mr. Lines on the
Compensation Committee of the Board.
Item 7.01 Regulation FD Disclosure.
On July 15, 2021, the Company issued a press release announcing that Mr. Rowland
has been appointed to the Board and that Mr. Lines would not stand for
re-election at the Annual Meeting. A copy of the press release announcing Mr.
Rowland's election to the Board and Mr. Lines' decision not to stand for
re-election as a director of the Board at the Annual Meeting is furnished as
Exhibit 99.1 and incorporated herein by reference. The information in this Item
7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release issued by Dynatrace, Inc. dated July 15, 2021
Cover Page Interactive Data File - the cover page XBRL tags are embedded within
104 the Inline XBRL document
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