8-K: Current report filing
Published on January 31, 2022
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
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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
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Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |||||||
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.
Date: January 31, 2022 |
Dynatrace, Inc. | ||||||||||
| By: | /s/ Kevin C. Burns | ||||||||||
| Kevin C. Burns | |||||||||||
| Chief Financial Officer & Treasurer | |||||||||||
| (Principal Financial Officer) | |||||||||||