Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Approval of Elastic N.V. 2022 Employee Stock Purchase Plan

On October 6, 2022, the shareholders of Elastic N.V. ("Elastic" or the "Company") approved the Company's 2022 Employee Stock Purchase Plan (the "ESPP"). A description of the material terms of the ESPP, which was previously adopted by the Company's board of directors (the "Board") subject to approval by the Company's shareholders, is incorporated herein by reference to "Proposal No. 8-Approval of the Elastic N.V. 2022 Employee Stock Purchase Plan" contained in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 26, 2022 (the "2022 Proxy Statement"). A copy of the ESPP is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On October 6, 2022, the Company held an annual general meeting of shareholders (the "Annual Meeting") at the Company's offices at Keizersgracht 281, 1016 ED Amsterdam, The Netherlands.

As of the close of business on September 8, 2022, the record date for the Annual Meeting (the "Record Date"), there were 95,079,888 ordinary shares of Elastic issued and outstanding and entitled to vote at the Annual Meeting, which excludes 35,937 ordinary shares held in treasury and not entitled to vote. As of the Record Date, there were no preferred shares of Elastic issued and outstanding. At least one-third of the issued Elastic shares were present or represented at the Annual Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

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

Proposal No. 1 - Appointment of Sohaib Abbasi, Caryn Marooney, Chetan Puttagunta, and Steven Schuurman as non-executive directors. The appointment of Ms. Marooney will be for a term of one (1) year, ending at the close of the 2023 annual general meeting of shareholders. The appointment of Mr. Puttagunta will be for a term of two (2) years, ending at the close of the 2024 annual general meeting of shareholders. The appointment for each of Mr. Abbasi and Mr. Schuurman will be for a term of three (3) years, ending at the close of the 2025 annual general meeting of shareholders:



      Nominee                For             Against         Abstain        Broker Non-Votes
   Sohaib Abbasi          70,640,913        3,673,601        35,523            8,820,745
   Caryn Marooney         61,846,800        12,383,548       119,689           8,820,745
 Chetan Puttagunta        61,155,339        13,165,634       29,064            8,820,745
  Steven Schuurman        68,768,023        5,556,237        25,777            8,820,745

Sohaib Abbasi, Caryn Marooney, Chetan Puttagunta, and Steven Schuurman were appointed by the general meeting in accordance with the Articles of Association.

Proposal No. 2 - Adoption of the Company's Dutch statutory annual accounts for the fiscal year ended April 30, 2022 ("Fiscal Year 2022"), which are prepared in accordance with International Financial Reporting Standards:



     For            Against        Abstain        Broker Non-Votes
  82,746,436        16,489         407,857               -

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 3 - Appointment of PricewaterhouseCoopers Accountants N.V. as the external auditor of our Dutch statutory annual accounts for the fiscal year ended April 30, 2023 ("Fiscal Year 2023"):



     For            Against        Abstain        Broker Non-Votes
  83,123,649        20,428         26,705                -

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Proposal No. 4 - Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for Fiscal Year 2023:



     For            Against        Abstain        Broker Non-Votes
  83,126,037        20,523         24,222                -

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 5 - Grant of full discharge of the Company's executive directors from their liability with respect to the performance of their duties as executive directors of the Company during Fiscal Year 2022:



     For            Against        Abstain        Broker Non-Votes
  73,620,129        290,825        439,083           8,820,745

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 6 - Grant of full discharge of the Company's non-executive directors from their liability with respect to the performance of their duties as non-executive directors of the Company during Fiscal Year 2022:



     For            Against        Abstain        Broker Non-Votes
  73,624,727        283,521        441,789           8,820,745

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.



Proposal No. 7 - Authorization of the Board to repurchase shares in the capital
of the Company:

     For            Against        Abstain        Broker Non-Votes
  82,883,125        54,725         232,932               -

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 8 - Approval of the ESPP:



     For            Against        Abstain        Broker Non-Votes
  73,644,758        601,276        104,003           8,820,745

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 9 - Non-binding advisory vote on the compensation of the Company's named executive officers as described in the 2022 Proxy Statement:



     For            Against         Abstain        Broker Non-Votes
  61,694,292       12,525,490       130,255           8,820,745

The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.

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Item 9.01. Financial Statements and Exhibits.



(d)Exhibits


Exhibit                      Description
10.1                           Elastic N.V. 2022 Employee Stock Purchase Plan
104                          Cover Page Interactive Data File (embedded within the Inline XBRL
                             document)

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