Elastic shareholders approve all 11 proposals

The board received authority to issue ordinary shares, restrict or exclude pre-emptive rights, and repurchase ordinary shares.

Rhea-AI Filing Summary

Elastic N.V. (ESTC) reported that shareholders adopted all 11 proposals at its October 15, 2026 annual meeting. Paul Auvil, Alison Gleeson and Julia Liuson were appointed as non-executive directors for three-year terms ending at the close of the 2029 annual meeting. As of September 17, 2026, 105,980,172 ordinary shares were issued and outstanding and entitled to vote; 3,024,920 treasury shares were excluded.

Shareholders adopted the Dutch statutory accounts for the fiscal year ended April 30, 2026, appointed PricewaterhouseCoopers Accountants N.V. as external auditor for the fiscal year ending April 30, 2027, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for that year. They also authorized the board to issue ordinary shares and grant rights to acquire them, restrict or exclude pre-emptive rights, and repurchase ordinary shares. Shareholders approved the executive compensation advisory vote and indicated a preference for annual votes; they also granted full discharge to executive and non-executive directors for their duties during fiscal year 2026.

Filing Explained

The annual preference has a stated follow-through: Elastic says each proxy statement will include a non-binding vote on named-executive compensation every year until shareholders next vote on frequency.

8-K Event Classification

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

1 item

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.

Key Figures

Proposals adopted: 11 proposals Ordinary shares issued and outstanding entitled to vote: 105,980,172 shares Treasury shares excluded from voting: 3,024,920 shares +2 more

5 metrics

Proposals adopted 11 proposals At the October 15, 2026 annual meeting

Ordinary shares issued and outstanding entitled to vote 105,980,172 shares As of September 17, 2026

Treasury shares excluded from voting 3,024,920 shares As of September 17, 2026

Non-executive director term 3 years Terms end at the close of the 2029 annual meeting

Preferred frequency of executive compensation advisory votes 1 year Shareholder preference at the 2026 annual meeting

Key Terms

Dutch statutory annual accounts, pre-emptive rights, broker non-votes, quorum, +1 more

5 terms

Dutch statutory annual accounts technical

"Adoption of the Company’s Dutch statutory annual accounts"

pre-emptive rights regulatory

"restrict or exclude pre-emptive rights for issuances"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

broker non-votes technical

"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.

quorum regulatory

"constituting a quorum for purposes of each proposal"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

full discharge regulatory

"Grant of full discharge to the Company’s executive directors"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which directors were appointed at Elastic's 2026 annual meeting?

Paul Auvil, Alison Gleeson and Julia Liuson were appointed as non-executive directors for three-year terms, ending at the close of the 2029 annual meeting.

What did ESTC shareholders authorize the board to do?

Shareholders authorized the board to issue ordinary shares and grant rights to acquire ordinary shares, restrict or exclude pre-emptive rights for issuances and grants, and repurchase ordinary shares.

How often will Elastic hold an advisory vote on executive compensation?

Shareholders indicated a preference for one year. Elastic said it will include a non-binding advisory vote on named executive officer compensation every year until the next required vote on the frequency of such votes.

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

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Available on EDGAR 10/15/2026 - 04:10 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:09 PM EDT Learn about SEC filing dates

false000170775300017077532026-10-152026-10-15

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): October 15, 2026

Elastic N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(State or other jurisdiction

of incorporation)

001-38675

(Commission File Number)

98-1756035

(I.R.S. Employer

Identification Number)

Not Applicable1

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: Not Applicable1

N/A

(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:

☐ 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 of which registered
Ordinary Shares, €0.01 Par Value			ESTC			The 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.  ☐

1 We are a distributed company. Accordingly, we do not have a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any shareholder communication required to be sent to our principal executive offices may be directed to the email address ir@elastic.co or to Elastic N.V., 33 New Montgomery St., 9th Floor, San Francisco, California 94105.

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

(a) On October 15, 2026, Elastic N.V. (“Elastic” or 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. At the Annual Meeting, the Company’s shareholders voted on eleven proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on August 28, 2026 (the “2026 proxy statement”).

(b) As of the close of business on September 17, 2026, the record date for the Annual Meeting (the “Record Date”), there were 105,980,172 ordinary shares of Elastic issued and outstanding and entitled to vote at the Annual Meeting, which excludes 3,024,920 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 and outstanding Elastic shares were present or represented at the Annual Meeting with respect to the proposals below, constituting a quorum for purposes of each proposal.

The certified final voting results with respect to the proposals voted on at the Annual Meeting are set forth below. Each proposal was adopted by the shareholders.

Proposal No. 1 – Appointments of Paul Auvil, Alison Gleeson, and Julia Liuson as non-executive directors, each for a term of three years, ending at the close of the 2029 annual general meeting of shareholders:

Nominee						For						Against						Abstain						Broker Non-Votes
Paul Auvil						84,583,966						1,749,656						19,796						9,115,913
Alison Gleeson						55,084,238						31,250,435						18,745						9,115,913
Julia Liuson						85,597,409						735,964						20,045						9,115,913

Less than a two-thirds majority of the votes cast were cast against such nominee, and therefore Paul Auvil, Alison Gleeson and Julia Liuson were appointed in accordance with the Company's Articles of Association.

Proposal No. 2 – Adoption of the Company’s Dutch statutory annual accounts for the fiscal year ended April 30, 2026 (“Fiscal Year 2026”), which are prepared in accordance with International Financial Reporting Standards:

For						Against						Abstain
95,041,683						180,238						247,410

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 3 – Appointment of PricewaterhouseCoopers Accountants N.V. as the external auditor of the Company’s Dutch statutory annual accounts for the fiscal year ending April 30, 2027 (“Fiscal Year 2027”):

For						Against						Abstain
95,007,294						343,236						118,801

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 4 – Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for Fiscal Year 2027:

For						Against						Abstain
95,013,023						343,842						112,466

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 5 – Grant of full discharge to 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 2026:

For						Against						Abstain						Broker Non-Votes
86,071,463						97,323						184,632						9,115,913

The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 6 – Grant of full discharge to 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 2026:

For						Against						Abstain						Broker Non-Votes
86,073,546						95,011						184,861						9,115,913

The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 7 – Authorization of the Company's board of directors (the “Board”) to issue ordinary shares and grant rights to acquire ordinary shares:

For						Against						Abstain
94,538,112						871,335						59,884

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 8 – Authorization of the Board to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights:

For						Against						Abstain
93,574,378						1,833,315						61,638

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and, because more than half of the issued and outstanding ordinary shares of the Company were present or represented at the Annual Meeting, therefore passed.

Proposal No. 9 – Authorization of the Board to repurchase ordinary shares in the capital of the Company:

For						Against						Abstain
94,146,417						1,114,233						208,681

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 10 – Non-binding advisory vote on the compensation of the Company's named executive officers as described in the 2026 proxy statement:

For						Against						Abstain						Broker Non-Votes
72,833,321						13,381,500						138,597						9,115,913

The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers by the affirmative vote of a majority of the votes cast.

Proposal No. 11 – Non-binding advisory vote on the frequency of future non-binding advisory votes to approve the compensation of the Company's named executive officers:

1 Year						2 Years						3 Years						Abstain						Broker Non-Votes
85,232,883						5,171						548,737						566,627						9,115,913

The shareholders indicated, on a non-binding advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of the Company's named executed officers. Based on these results, and consistent with the Board’s recommendation to shareholders, the Company will include a non-binding advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy statement every year until the next required vote on the frequency of such votes.

SIGNATURE

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.

Dated: October 15, 2026

ELASTIC N.V.
By:						/s/ Navam Welihinda
Name:						Navam Welihinda
Title:						Chief Financial Officer

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 11.3 KB
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• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 11.5 KB