Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Michelangelo Volpi as Member of the Board of Directors
On July 1, 2022, Michelangelo Volpi resigned as a non-executive director and
Vice-Chairman from the board of directors (the "Board") of Elastic N.V. (the
"Company") and as a member of the Company's Compensation Committee, effective
July 13, 2022. Mr. Volpi's resignation is not a result of any disagreement with
the Company or its Board, or any matter relating to the Company's operations,
policies or practices.
Appointment of Sohaib Abbasi as Member of the Board of Directors
On July 7, 2022, the Board appointed Sohaib Abbasi to replace Mr. Volpi as
non-executive director, Vice-Chairman of the Board, and member of the Company's
Compensation Committee, effective July 13, 2022. Pursuant to Dutch law, the
Board has also nominated Mr. Abbasi to stand for election to the Board as a
non-executive director (the "Director Election") at the annual general
shareholder meeting in October 2022 (the "2022 AGM"). Upon his election to the
Board, Mr. Abbasi will continue to serve as a non-executive director of the
Board, Vice-Chairman of the Board, and a member of the Company's Compensation
Committee.
Mr. Abbasi has served as a Member of the Executive Council of Balderton Capital,
a venture capital firm, since January 2018 and as a Senior Advisor of TPG Global
LLC, a private equity firm, since July 2017. From July 2004 to August 2015, he
served as the Chief Executive Officer of Informatica Corporation, a data
integration company, where he also served as the Chair and a member of the board
of directors from March 2004 to December 2015. Mr. Abbasi previously served in
various executive roles at Oracle Corporation, a computer technology
corporation, most recently as a member of Oracle's executive committee and as
senior vice president of the Oracle Tools and Oracle Education divisions. He
currently serves on the boards of several private companies and previously
served as a director of McAfee Corp., a computer security software company, New
Relic, Inc., an enterprise software company, Nutanix, Inc., a cloud computing
company, and Red Hat, Inc., a provider of enterprise open source software
solutions. Mr. Abbasi holds a B.S. and an M.S. in Computer Science from the
University of Illinois at Urbana-Champaign.
There are no family relationships between Mr. Abbasi and any director or
executive officer of the Company, and Mr. Abbasi was not nominated by the Board
to serve as a director pursuant to any arrangement or understanding with any
person. Mr. Abbasi has not engaged in any transaction that would be reportable
as a related party transaction under Item 404(a) of Regulation S-K. More
information about Mr. Abbasi and the director nomination process will be
available in the Company's proxy statement. The press release is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
Mr. Abbasi's compensation will be consistent with that provided to all of the
Company's non-executive directors pursuant to the Company's non-executive
director compensation policy, the terms of which are described in the Company's
proxy statement for its March 2022 extraordinary general meeting of
shareholders, as amended. Mr. Abbasi is entitled to $42,500 in annual cash
compensation for service on the Board and the Compensation Committee, and an
initial equity award of restricted stock units with a grant date fair market
value of $200,000, pro-rated for the amount of time that remains in the 12-month
period prior to the next scheduled annual general meeting of the Company's
shareholders during which he will serve. In addition, the Company expects to
enter into its standard indemnification agreement with Mr. Abbasi in connection
with his appointment to the Board, a copy of which is filed as Exhibit 10.1 to
the Company's Annual Report on Form 10-K for the year ended April 30, 2022.
Important Additional Information and Where You Can Find It
The Company plans to file with the Securities and Exchange Commission (the
"SEC"), and furnish to its shareholders, a proxy statement (the "Proxy
Statement") in connection with the Director Election, to be voted upon at the
2022 AGM. Anyone who is a shareholder of record or beneficial owner of the
Company's shares as of the record date will be entitled to vote their shares at
the 2022 AGM.
This communication is not a substitute for the Proxy Statement or any other
document that the Company may file with the SEC or send to its shareholders.
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND
THE DIRECTOR ELECTION. Shareholders will be able to obtain free copies of the
Proxy Statement (when it becomes available), any solicitation materials and any
other documents filed with the SEC by the Company through the
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website maintained by the SEC at www.sec.gov or by contacting the Company's
Investor Relations department at ir@elastic.co.
Participants in the Solicitation
The directors and executive officers of the Company may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in connection with the Director Election. Information regarding the interests of
participants in the solicitation of proxies in respect of the 2022 AGM will be
included in the Proxy Statement.
Forward-Looking Statements
Certain statements in this report and the exhibit hereto are forward-looking
statements that are subject to risks and uncertainties. These forward-looking
statements are based on management's current expectations. Various important
factors could cause actual results to differ materially, including the risks
identified in our SEC filings. The Company disclaims any obligation to update
any forward-looking statement contained in this report and the exhibit hereto.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit Description
99.1 Press Release dated July 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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