Item 8.01. Other Events.
On August 30, 2021, Elastic N.V. (the "Company") issued a press release
announcing that the Company's Board of Directors has nominated Shelley Leibowitz
to stand for election to the Company's Board of Directors (the "Director
Election") at the annual general shareholder meeting on October 1, 2021 (the
"2021 AGM"). Pursuant to Dutch law, Ms. Leibowitz's nomination to the Board of
Directors is subject to a shareholder vote, to be held at the 2021 AGM. Subject
to her election to the Board of Directors, Ms. Leibowitz will also be appointed
to serve as a member of the Company's Audit Committee and Nominating and
Corporate Governance Committee.
Shelley Leibowitz currently serves as President of SL Advisory, which provides
advice and insights in innovation and digital transformation, information
technology portfolio and risk management, digital trust, performance metrics,
and effective governance, and has served in such capacity since January 2016.
From 2009 through 2012, Ms. Leibowitz served as Chief Information Officer for
the World Bank Group. Prior to that, Ms. Leibowitz held Chief Information
Officer positions at top-tier financial institutions, including Morgan Stanley
and Greenwich Capital Markets. She currently serves as a director of Morgan
Stanley, a global financial services firm. Previously she served as a director
of Massachusetts Mutual Life Insurance Company, an insurance and financial
services provider, from October 2019 to April 2021, E*Trade Financial
Corporation, a financial services company, from December 2014 to October 2020,
and AllianceBernstein Holding L.P., a global asset management firm, from
November 2017 to June 2019. Ms. Leibowitz also serves on the boards of private
companies in the cybersecurity and risk arenas. Ms. Leibowitz holds a B.A. in
Mathematics from Williams College.
There are no family relationships between Ms. Leibowitz and any director or
executive officer of the Company, and Ms. Leibowitz was not nominated by the
Board of Directors to serve as a director pursuant to any arrangement or
understanding with any person. Ms. Leibowitz has not engaged in any transaction
that would be reportable as a related party transaction under Item 404(a) of
Regulation S-K. More information about Ms. Leibowitz and the director nomination
process will be available in the Company's proxy statement. The press release is
filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Important Additional Information and Where You Can Find It
The Company has filed with the Securities and Exchange Commission (the "SEC"),
and has furnished to its shareholders, a proxy statement (the "Proxy Statement")
on August 30, 2021 in connection with the Director Election, along with other
matters, to be voted upon at the 2021 AGM. Anyone who is a shareholder of record
or beneficial owner of the Company's shares as of the record date will be
entitled to vote their shares at the 2021 AGM.
This communication is not a substitute for the Proxy Statement or any other
document that the Company may file with the SEC or send to its shareholders.
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY HAS FILED OR MAY FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY'S ANNUAL MEETING, INCLUDING THE DIRECTOR ELECTION. Shareholders will be
able to obtain free copies of the Proxy Statement (when it becomes available),
any solicitation materials and any other documents filed with the SEC by the
Company through the website maintained by the SEC at www.sec.gov or by
contacting the Company's Investor Relations department at +1 (650) 695-1055 or
ir@elastic.co.
Participants in the Solicitation
The directors and executive officers of the Company may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in connection with the Director Election. Information regarding the interests of
participants in the solicitation of proxies in respect of the 2021 AGM is
included in the Proxy Statement.
Forward-Looking Statements
Certain statements in this report and the exhibit hereto are forward-looking
statements that are subject to risks and uncertainties. These forward-looking
statements are based on management's current expectations. Various important
factors could cause actual results to differ materially, including the risks
identified in our SEC filings. The Company disclaims any obligation to update
any forward-looking statement contained in this report and the exhibit hereto.
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Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Description
99.1 Press Release dated August 30, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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