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Dynatrace investors back board, executive pay

Dynatrace, Inc. (DT) reported the results of its August 26, 2026 annual meeting of stockholders.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dynatrace, Inc. (DT) reported the results of its August 26, 2026 annual meeting of stockholders. Four Class I directors were elected to three-year terms ending at the 2029 annual meeting, including Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel, with each receiving over 156 million votes (for plus abstentions) and substantial support.

Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 247,923,660 votes for and 10,564,983 against. In a non-binding advisory vote, stockholders approved executive compensation, with 219,597,331 votes for and 17,214,901 against. No other matters were brought to a vote.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Votes For – Rick McConnell 170,107,278 votes Election as Class I director at 2026 annual meeting
Votes For – George Riedel 229,330,676 votes Election as Class I director at 2026 annual meeting
Auditor ratification – Votes For Ernst & Young LLP 247,923,660 votes Ratification as independent registered public accounting firm for FY ending March 31, 2027
Auditor ratification – Votes Against 10,564,983 votes Ratification of Ernst & Young LLP for FY ending March 31, 2027
Say-on-pay – Votes For 219,597,331 votes Non-binding advisory vote on compensation of named executive officers
Say-on-pay – Broker Non-Votes 21,659,292 votes Non-binding advisory vote on executive compensation
Director vote – Broker Non-Votes 21,659,292 votes Each Class I director election at 2026 annual meeting
broker non-votes financial
"Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding, advisory vote financial
"Non-Binding, Advisory Vote to Approve the Compensation of Named Executive Officers"
named executive officers financial
"the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

FAQ

What did Dynatrace (DT) stockholders decide at the August 26, 2026 annual meeting?

Stockholders elected four Class I directors to terms ending in 2029, ratified Ernst & Young LLP as auditor for the year ending March 31, 2027, and approved, on a non-binding advisory basis, the compensation of named executive officers. No other matters were voted on.

Which directors were elected at Dynatrace (DT)’s 2026 annual meeting and how many votes did they receive?

Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel were elected as Class I directors. Votes for were: McConnell 170,107,278, Capone 149,285,296, Lifshatz 148,572,811, and Riedel 229,330,676, each with additional abstentions and broker non-votes.

How did Dynatrace (DT) stockholders vote on the auditor ratification for fiscal 2027?

Stockholders ratified Ernst & Young LLP as Dynatrace’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 247,923,660 votes for, 10,564,983 against, and 349,942 abstentions. There were no broker non-votes on this item.

What were the results of the say-on-pay vote for Dynatrace (DT)’s named executive officers?

Compensation of named executive officers was approved on a non-binding advisory basis, with 219,597,331 votes for, 17,214,901 votes against, and 367,061 abstentions, plus 21,659,292 broker non-votes, as disclosed in the proxy-related filing.

Were any other proposals or business items addressed at Dynatrace (DT)’s 2026 annual meeting?

No. The filing states that no other matters were brought before the annual meeting and no other votes were held beyond the director elections, auditor ratification, and advisory vote on executive compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
0001773383false00017733832026-08-262026-08-26

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 26, 2026

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,
Massachusetts02210
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareDTNew 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 26, 2026, 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 10, 2026 (the "Proxy Statement"). The final voting results are set forth below.

Proposal 1 – Election of Directors

The stockholders elected each of the four persons named below to serve as a Class I director of the Company’s Board of Directors for a three-year term that expires at the Company’s annual meeting of stockholders in 2029 or until their successor is duly elected and qualified or until their earlier resignation, death, or removal. The results of such vote were as follows:

Director Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Rick McConnell
170,107,27865,680,5761,391,43921,659,292
Michael Capone149,285,29686,478,8841,415,11321,659,292
Stephen Lifshatz148,572,81187,184,8181,421,66421,659,292
George Riedel229,330,6767,634,311214,30621,659,292

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, 2027. The results of such vote were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
247,923,66010,564,983349,9420

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
219,597,33117,214,901367,06121,659,292


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
104Cover 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 27, 2026
DYNATRACE, INC.
By:/s/ Nicole Fitzpatrick
Name: Nicole Fitzpatrick
Title: Executive Vice President, Chief Legal Officer & Secretary
  


Filing Exhibits & Attachments

4 documents