Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



As described in Item 5.07 below, at the 2021 annual meeting of stockholders (the
"Annual Meeting") of New Relic, Inc. (the "Company") held on August 18, 2021,
the Company's stockholders approved an amendment (the "Declassification
Amendment") to the Company's Amended and Restated Certificate of Incorporation
(the "Restated Certificate") to declassify the Company's board of directors (the
"Board") and provide for the annual election of directors after the expiration
of their current terms. As described in the Company's proxy statement for the
Annual Meeting, the declassification of the Board will be phased out over a
two-year period such that, beginning at the election of directors at the 2023
annual meeting of stockholders, all directors would be up for election for a
one-year term. The Declassification Amendment was previously approved by the
Board, subject to approval by the Company's stockholders, and became effective
upon its filing with the Secretary of State of the State of Delaware on August
18, 2021.
On August 18, 2021, the Board adopted amendments to the Bylaws (the "Amended and
Restated Bylaws") which, among other things, consist of: (i) implementing the
Declassification Amendment, including conforming changes to reflect the phased
declassification of the Board; (ii) updating the advanced notice provisions to
revise the information to be included in and to accompany notices as to
nominations for elections of directors in connection with annual meetings,
revise the information to be included in and to accompany notices as to business
proposals in connection with annual meetings, provide that the presiding officer
of an annual meeting can determine whether business was properly brought before
the annual meeting, expand the required information that must be provided by
proponents of proposals, expand the definition of proponent to include
affiliates and associates of stockholders who provide the notice of proposal or
nomination and the beneficial owner(s) on whose behalf the nomination or
proposal was made, and clarify that the obligation to update and supplement any
notice under such provision shall not limit the Company's right to accept any
deficiencies in any notice, to extend any applicable deadline or to permit a
stockholder to amend or update any proposal or to submit a new proposal; (iii)
providing that the presiding officer of an annual or special meeting, or a duly
authorized officer of the Company, may postpone or adjourn any annual or special
meeting for any purpose, and providing that if such meeting is reconvene, the
adjourned meeting shall be deemed a continuation of the initial meeting; and
(iv) designating the U.S. federal district courts as the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended, unless the Company consents in writing to
the selection of an alternative forum.
Copies of the Restated Certificate, as amended by the Declassification Amendment
(the "Amended Charter") and the Amended and Restated Bylaws are filed as Exhibit
3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein. The foregoing descriptions of the Amended
Charter and the Amended and Restated Bylaws do not purport to be complete and
are qualified in their entirety by reference to the full text of the Amended
Charter and the Amended and Restated Bylaws.
Item 5.07   Submission of Matters to a Vote of Security Holders.

On August 18, 2021, the Company held its Annual Meeting via a live audio webcast. At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's proxy statement. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected each of the three nominees for Class I director. The newly elected Class I directors will serve until the Company's 2022 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:


  Director Name       Votes For       Votes Withheld        Broker Non-Votes
  Hope Cochran        54,103,343          314,042              2,331,058
  Anne DelSanto       53,459,908          957,477              2,331,058
 Adam Messinger       48,043,135         6,374,250             2,331,058

Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, as set forth in in the proxy statement. The voting results were as follows:


 Votes For        Votes Against       Abstentions        Broker Non-Votes
 44,284,059        10,117,573            15,753             2,331,058

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Proposal 3. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2022. The voting results were as follows:


 Votes For        Votes Against       Abstentions
 56,314,704          424,072             9,667

Proposal 4. Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes


 54,319,238          87,317              10,830             2,331,058


Item 9.01   Financial Statements and Exhibits
(d) Exhibits
    Exhibit
     Number            Description
      3.1              Amended and Restated Certificate of Incorporation of New Relic, Inc, as
                       amended.
      3.2              Amended and Restated Bylaws of New Relic, Inc.
      104              Cover Page Interactive Data File - the cover page XBRL tags are embedded
                       within the Inline XBRL document.

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