Elastic N.V DEFA14A, filed Aug 30, 2021
Elastic N.V. (ESTC)
DEFA14A
2021-08-30
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October 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ | |||||||||||
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |||||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) | |||||||
| ☐ | Definitive Proxy Statement | |||||||
| ☒ | Definitive Additional Materials | |||||||
| ☐ | Soliciting Material Pursuant to §240.14a12 | |||||||
ELASTIC N.V.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||||||||||||
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||||||||||||
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| (5) | Total fee paid: | |||||||||||||
| ☐ | Fee paid previously with preliminary materials. | |||||||||||||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||||||||||
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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): August 30, 2021
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)
Not Applicable
(I.R.S. Employer
Identification Number)
800 West El Camino Real, Suite 350
Mountain View, California 94040
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 458-2620
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. ☐
Item 8.01. Other Events.
On August 30, 2021, Elastic N.V. (the “Company”) issued a press release announcing that the Company’s Board of Directors has nominated Shelley Leibowitz to stand for election to the Company’s Board of Directors (the “Director Election”) at the annual general shareholder meeting on October 1, 2021 (the “2021 AGM”). Pursuant to Dutch law, Ms. Leibowitz’s nomination to the Board of Directors is subject to a shareholder vote, to be held at the 2021 AGM. Subject to her election to the Board of Directors, Ms. Leibowitz will also be appointed to serve as a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee.
Shelley Leibowitz currently serves as President of SL Advisory, which provides advice and insights in innovation and digital transformation, information technology portfolio and risk management, digital trust, performance metrics, and effective governance, and has served in such capacity since January 2016. From 2009 through 2012, Ms. Leibowitz served as Chief Information Officer for the World Bank Group. Prior to that, Ms. Leibowitz held Chief Information Officer positions at top-tier financial institutions, including Morgan Stanley and Greenwich Capital Markets. She currently serves as a director of Morgan Stanley, a global financial services firm. Previously she served as a director of Massachusetts Mutual Life Insurance Company, an insurance and financial services provider, from October 2019 to April 2021, E*Trade Financial Corporation, a financial services company, from December 2014 to October 2020, and AllianceBernstein Holding L.P., a global asset management firm, from November 2017 to June 2019. Ms. Leibowitz also serves on the boards of private companies in the cybersecurity and risk arenas. Ms. Leibowitz holds a B.A. in Mathematics from Williams College.
There are no family relationships between Ms. Leibowitz and any director or executive officer of the Company, and Ms. Leibowitz was not nominated by the Board of Directors to serve as a director pursuant to any arrangement or understanding with any person. Ms. Leibowitz 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 Ms. Leibowitz 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.
Important Additional Information and Where You Can Find It
The Company has filed with the Securities and Exchange Commission (the “SEC”), and has furnished to its shareholders, a proxy statement (the “Proxy Statement”) on August 30, 2021 in connection with the Director Election, along with other matters, to be voted upon at the 2021 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 2021 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 HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY’S ANNUAL MEETING, INCLUDING 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 website maintained by the SEC at www.sec.gov or by contacting the Company’s Investor Relations department at +1 (650) 695-1055 or 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 2021 AGM is 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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: August 30, 2021
| ELASTIC N.V. | |||||
| By: | /s/ Janesh Moorjani | ||||
| Name: | Janesh Moorjani | ||||
| Title: | Chief Financial Officer | ||||
Exhibit 99.1
Elastic Nominates Shelley Leibowitz to Board of Directors
Former CIO of The World Bank Brings Proven Board Leadership from E*TRADE, MassMutual and Morgan Stanley
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)-- Elastic (NYSE: ESTC) (“Elastic”), the company behind Elasticsearch and the Elastic Stack, today announced that it has nominated Shelley Leibowitz to its board of directors.
Leibowitz will bring more than 30 years of information technology (IT) and business governance expertise to the Elastic Board of Directors, having formerly served as Chief Information Officer (CIO) for Morgan Stanley and The World Bank, as well as a board member for E*TRADE and MassMutual. She currently sits on the board of Morgan Stanley and several privately-held fintech and information security companies.
”I can’t think of a more exciting time to join the Elastic Board,” said Leibowitz. “Few companies can boast the kind of rapid adoption Elastic has — from the developer community up to the CIO. Elastic makes it easy for organizations to spin-up a project, and transform it into a large-scale deployment to search, observe and protect mission-critical systems. I am looking forward to working closely with the Elastic leadership team as they continue to build their robust developer community and further the scale into the enterprise.”
“Shelley has spent three decades as a hands-on operating IT executive,” said Shay Banon, founder and CEO, Elastic. “She brings real-world security domain expertise and extensive corporate board and advisory experience with both public and private companies. Shelley’s perspective as a former CIO combined with her deep corporate governance and board oversight experience will make her a valuable addition to our board.”
Leibowitz has spent her career at the intersection of financial services and technology. She advises organizations in digital transformation, IT portfolio and risk management, information security and digital trust, performance metrics, and effective governance. She is a lifetime member of the Council on Foreign Relations and sits on numerous boards and councils, including the NY Board of BuildOn, a not-for-profit that runs service and learning programs in urban high schools across the United States.
Pursuant to Dutch law, Ms. Leibowitz’s nomination to the Board of Directors is subject to a shareholder vote, to be held at the annual general shareholder meeting on October 1, 2021 (the “2021 AGM”). Upon her election to the Board, Ms. Leibowitz will also be appointed to serve as a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee.
About Elastic:
Elastic is a search company built on a free and open heritage. Anyone can use Elastic products and solutions to get started quickly and frictionlessly. Elastic offers three solutions for enterprise search, observability, and security, built on one technology stack that can be deployed anywhere. From finding documents to monitoring infrastructure to hunting for threats, Elastic makes data usable in real time and at scale. Thousands of organizations worldwide, including Cisco, eBay, Goldman Sachs, Microsoft, The Mayo Clinic, NASA, The New York Times, Wikipedia, and Verizon, use Elastic to power mission-critical systems. Founded in 2012, Elastic is a distributed company with Elasticians around the globe and is publicly traded on the NYSE under the symbol ESTC. Learn more at elastic.co.
Important Additional Information and Where You Can Find It
The Company has filed with the Securities and Exchange Commission (the “SEC”), and has furnished to its shareholders, a proxy statement (the “Proxy Statement”) on August 30, 2021 in connection with the election of Shelley Leibowitz to the Company’s Board of Directors (the “Director Election”), along with other matters, to be voted upon at the 2021 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 2021 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 HAS FILED OR MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY’S ANNUAL MEETING, INCLUDING 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 website maintained by the SEC at www.sec.gov or by contacting the Company’s Investor Relations department at +1 (650) 695-1055 or 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 2021 AGM is included in the Proxy Statement.
Forward-Looking Statements
Certain statements herein are forward-looking statements that are subject to risks and uncertainties, which include but are not limited to, statements regarding the nomination and appointment of Ms. Leibowitz, assessments of the strength of our solutions and products and our
future growth. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Our expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to the future conduct and growth of Elastic’s business and the markets in which Elastic operates. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption "Risk Factors" and elsewhere in our most recent filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2021 and any subsequent reports filed with the SEC. SEC filings are available on the Investor Relations section of Elastic's website at ir.elastic.co and the SEC's website at www.sec.gov. Elastic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by law.
Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.
Contacts
Jennifer Malleo
Elastic Public Relations
PR-Team@elastic.co