8-K

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): January 27, 2022

DYNATRACE, INC.

(Exact name of registrant as specified in its charter)

(617) 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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 27, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of Dynatrace, Inc. (the "Company"), the board of directors (the "Board") of the Company approved a board size increase from nine (9) to ten (10) members and appointed Ambika Kapur Gadre ("Ms. Kapur") to the newly created seat as a Class III director, effective immediately. The term of the Company’s Class III directors, including Ms. Kapur, expires at the annual meeting of stockholders to be held in 2022 or upon the election and qualification of successor directors. Ms. Kapur has also been appointed to the nominating and corporate governance committee of the Board.

There are no arrangements or understandings between Ms. Kapur and any other person pursuant to which she was selected as a director, and she has no family relationship with any director or executive officer of the Company. Ms. Kapur is currently the VP Product Marketing, Networking and Advanced Security Business Unit at VMware. VMware and the Company purchase software from each other based on arms-length agreements entered into in the ordinary course of business. Since the start of the Company's last fiscal year, VMware has been billed $356,488 for purchases of the Company's software, and the Company has purchased an aggregate of $178,863 of VMware software directly and through a reseller.

Ms. Kapur’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, a copy of which policy is included as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended March 31, 2021. In addition, the Company entered into an indemnification agreement with Ms. Kapur in connection with her appointment to the Board, in substantially the same form as that entered into with the Company’s other directors.

Item 7.01 Regulation FD Disclosure.

On January 31, 2022, the Company issued a press release announcing that Ms. Kapur has been appointed to the Board. A copy of the press release announcing Ms. Kapur's election to the Board is furnished as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Exhibit 99.1

Technology Executive Ambika Kapur Joins Dynatrace Board of Directors

Go-to-market executive brings deep experience building fast-growing businesses at industry leaders including VMWare, Bracket Computing, and Cisco

WALTHAM, Mass., January 31, 2022 – Software intelligence company Dynatrace (NYSE: DT), today announced the appointment of Ambika Kapur to its board of directors. Ms. Kapur, an experienced go-to-market executive, has served in senior roles at leading technology companies, including VMWare, Bracket Computing, and Cisco.

“I am delighted to welcome Ambika to Dynatrace,” said Rick McConnell, Dynatrace CEO. “Her experience directing product innovation from inception through market leadership will enable us to further scale our business to help the world’s leading organizations tame cloud complexity and accelerate digital transformation.”

“It is an honor to join the Dynatrace board,” said Ambika Kapur. “The company is addressing a huge market, and its platform has become essential for organizations executing digital transformation in the cloud. The combination of industry-leading technology, a world-class team, and happy customers position Dynatrace extremely well for ongoing success. I look forward to helping guide the company to extend this strong position.”

In addition to her role on the Dynatrace board, Ms. Kapur currently serves as VP of product marketing for the Network and Advanced Security Business Group at VMware Inc. (NYSE: VMW). Before this role, she served as Chief Product Officer at DataTribe, a startup foundry that invests in and co-builds world-class startups focused on generational leaps in cybersecurity and data science. Earlier in her career, she held senior leadership roles at companies including Bracket Computing, a pioneer in cloud virtualization systems, acquired by VMware in 2018, and Cisco Systems Inc (NASDAQ: CSCO) as head of product management for the company’s Security Technology Business Unit. Ms. Kapur is a graduate of the Delhi School of Economics at the University of Delhi, where she earned a master’s degree in economics.

About Dynatrace

Dynatrace provides software intelligence to simplify cloud complexity and accelerate digital transformation. With automatic and intelligent observability at scale, our all-in-one platform delivers precise answers about the performance and security of applications, the underlying infrastructure, and the experience of all users to enable organizations to innovate faster, collaborate more efficiently, and deliver more value with dramatically less effort. That’s why many of the world’s largest enterprises trust Dynatrace® to modernize and automate cloud operations, release better software faster, and deliver unrivalled digital experiences.

Curious to see how you can simplify your cloud? Let us show you. Visit our trial page for a free 15-day Dynatrace trial.

To learn more about how Dynatrace can help your business, visit https://www.dynatrace.com, visit our blog, and follow us on Twitter @dynatrace.