Filing Overview
Dynatrace, Inc. filed a Form 8-K dated March 17, 2021, reporting board and governance actions. The filing does not provide operating or financial results for a reporting period.
Board Appointment and Governance
- The board increased its size from eight to nine members.
- Kirsten O. Wolberg was appointed to a newly created Class II director seat, effective immediately.
- Her term expires at the 2021 annual meeting of stockholders or upon the election and qualification of a successor.
- Ms. Wolberg was also appointed to the board’s cybersecurity committee.
- The filing states that she has no disclosed selection arrangements, family relationship with any director or executive officer, or material related-party transaction requiring disclosure under Item 404(a) of Regulation S-K.
Compensation and Indemnification
Ms. Wolberg’s compensation will follow the company’s Non-Employee Director Compensation Policy. Dynatrace also entered into an indemnification agreement with her in substantially the same form used for its other directors.
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 report material financial changes, contingencies, or unusual accounting items.
Disclosure and Exhibits
Dynatrace furnished a March 18, 2021 press release announcing Ms. Wolberg’s appointment as Exhibit 99.1. The Regulation FD disclosure and exhibit are furnished, not filed for purposes of Section 18 of the Exchange Act, and are not incorporated by reference except where expressly stated.
Key Facts for Investors to Verify
- Confirm the effect of the board expansion on committee composition and oversight, particularly cybersecurity oversight.
- Review the company’s Non-Employee Director Compensation Policy and the related indemnification agreement.
- Confirm Ms. Wolberg’s election or re-election status at the 2021 annual meeting.
- Consult the company’s periodic financial filings for financial performance, liquidity, debt, and guidance information not included in this Form 8-K.