Dynatrace, Inc. current report, 30 August 2023

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Filing Overview

Dynatrace, Inc. filed a Form 8-K dated August 30, 2023, reporting a board appointment and related governance matters. The filing does not report quarterly or annual financial results.

Material Event

  • The Board unanimously appointed Amol Kulkarni as a Class III director, effective September 1, 2023.
  • The Board increased in size from eight to nine directors.
  • Mr. Kulkarni’s term is expected to run until the 2025 annual meeting of stockholders, or until a successor is elected and qualified or his earlier resignation, death, or removal.
  • He was also appointed to the Nominating and Corporate Governance Committee and the Compensation Committee, effective September 1, 2023.

Compensation and Related-Party Matters

  • Mr. Kulkarni’s compensation will be consistent with the company’s Non-Employee Director Compensation Policy.
  • Dynatrace expects to enter into an indemnification agreement with Mr. Kulkarni in substantially the same form used for its other directors.
  • The filing reports no family relationships with Dynatrace directors or executive officers, no disclosable material-interest transactions under Item 404(a) of Regulation S-K, and no arrangement or understanding underlying his selection.

Financial Metrics and Outlook

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating-performance metrics. It also does not provide management commentary regarding business outlook, risks, contingencies, or unusual financial items.

Disclosure and Exhibits

  • Dynatrace furnished a press release announcing the appointment as Exhibit 99.1 under Regulation FD.
  • The Regulation FD information is furnished rather than filed and is not subject to Section 18 liability or incorporated by reference except where expressly stated.
  • Exhibit 104 contains the cover-page interactive data file.

Investor Verification Points

  • Confirm the September 1, 2023 effective date and the resulting increase in board size to nine directors.
  • Review Mr. Kulkarni’s committee assignments and the company’s Non-Employee Director Compensation Policy.
  • Review Exhibit 99.1 for any additional biographical or appointment-related information.
  • Use the company’s periodic financial filings for financial results, liquidity, debt, guidance, and risk disclosures, which are not included in this Form 8-K.