DT announces election of three board members with terms ending 2028

Rhea-AI Filing Summary

Dynatrace, Inc. reported the results of its stockholder vote for Proposal 1, the election of directors. Three nominees were elected as Class III directors to the company's Board for three-year terms that run until the annual meeting in 2028, and will serve until their successors are elected and qualified or until earlier resignation or removal. The filing states these are standard board elections and confirms the term length and class designation. No vote counts, individual director names, committee assignments, or additional governance details are provided in the disclosed text.

Positive

• Three directors were successfully elected to fill Class III seats through 2028
• Governance continuity preserved via standard three-year staggered terms

Negative

• Vote totals and individual director names are not disclosed in the provided text
• No information on committee assignments or board composition changes is given

Insights

Corporate Governance Analyst

Board continuity maintained with three Class III directors elected through 2028

The election confirms the Board's composition for the current Class III seats: each director serves a standard three-year term ending at the annual meeting in 2028. That preserves governance continuity and the staggered-term structure used by the company.

Risks and dependencies include absence of disclosed vote tallies and no names or committee roles in the provided text; those details determine mandate strength and any near-term governance changes. Investors should note the term endpoint of 2028 as the next scheduled re-election horizon.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2025

DYNATRACE, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-39010

47-2386428

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

280 Congress Street, 11th Floor
Boston,			Massachusetts						02210
(Address of principal executive offices)									(Zip Code)

(781) 530-1000

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			DT			New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

On August 20, 2025, Dynatrace, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") to consider and vote on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 8, 2025 (the "Proxy Statement"). The final voting results are set forth below.

Proposal 1 – Election of Directors

The stockholders elected each of the three persons named below to serve as a Class III director of the Company's Board of Directors for a three-year term that expires at the Company’s annual meeting of stockholders in 2028 and until their successor has been duly elected and qualified, subject to their earlier resignation or removal. The results of such vote were as follows:

Director Name			Votes For			Votes Against			Abstentions			Broker Non-Votes
Lisa Campbell			256,291,190			4,555,260			300,306			14,696,050
Amol Kulkarni			164,006,368			96,445,826			694,562			14,696,050
Steve Rowland			243,758,632			17,084,191			303,933			14,696,050

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The results of such vote were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
257,212,659			18,284,584			345,563			0

Proposal 3 – Non-Binding Advisory Vote to Approve the Compensation of Named Executive Officers

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The results of such vote were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
238,403,774			21,888,276			854,706			14,696,050

No other matters were brought before the Annual Meeting and no other votes were held.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 21, 2025			DYNATRACE, INC.
			By:			/s/ Nicole Fitzpatrick
						Name: Nicole Fitzpatrick
						Title: Executive Vice President, Chief Legal Officer & Secretary

FAQ

What did Dynatrace (DT) announce in this 8-K about director elections?

The company announced that stockholders elected three nominees as Class III directors to serve three-year terms expiring at the annual meeting in 2028.

How long are the terms for the elected Dynatrace directors?

Each elected director will serve a standard three-year term ending at the company's annual meeting in 2028.

Does the filing list the names of the elected directors for DT?

No. The provided text does not include the names of the elected directors.

Are vote counts or margins included in the filing?

No. The excerpt does not disclose any vote totals or percentages for the director elections.

Will the elected directors remain until successors are qualified?

Yes. The filing states each director will serve until their successor is duly elected and qualified or until earlier resignation or removal.