Dynatrace (DT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 26, 2026, with voting available online, by phone, or by mail.

• Key proposals include electing four Class I directors, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Forward-looking statements address ongoing investment in AI, innovation, and risk management, with caution regarding external risks.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class I directors, ratifying the auditor, and approving executive compensation on an advisory basis.

• Majority voting standard applies for uncontested director elections; broker non-votes and abstentions have no effect.

• Shareholder proposals and nominations must follow advance notice and SEC rules for inclusion in future meetings.

Board of directors and corporate governance

• The board consists of ten members, nine of whom are independent, with a mix of skills in SaaS, technology, cybersecurity, and finance.

• Board committees include Audit, Compensation, Cybersecurity, and Nominating and Corporate Governance, all fully independent.

• Board leadership is separated between an independent chair and CEO; regular executive sessions are held without management.

• Ongoing board refreshment and annual self-assessments ensure diverse perspectives and effective governance.

• Director stock ownership guidelines require significant equity holdings to align interests with shareholders.