Elastic (ESTC) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for October 15, 2026, in Amsterdam, with shareholders voting on key governance, financial, and compensation matters.

• Board recommends voting in favor of all proposals, including director appointments, financial statements, auditor appointments, share authorizations, and executive compensation.

• Proxy materials and annual report are available online and by request, with detailed instructions for voting and meeting attendance.

Voting matters and shareholder proposals

• Shareholders will vote on 11 proposals, including board appointments, adoption of Dutch statutory annual accounts, auditor appointments, director discharges, share issuance and repurchase authorizations, executive compensation, and the frequency of future say-on-pay votes.

• Board recommends annual say-on-pay votes and supports all director nominees.

• Shareholder proposals for the 2027 meeting must comply with both U.S. and Dutch rules and deadlines.

Board of directors and corporate governance

• Board consists of eight members: two executive and six non-executive directors, with a classified structure and staggered terms.

• Three non-executive directors (Paul Auvil, Alison Gleeson, Julia Liuson) nominated for terms expiring in 2029; Ms. Marooney not standing for reappointment.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Board leadership is separated from management, with an independent Chairperson and Vice Chairperson.

• Regular board refreshment and diversity are emphasized, with 37.5% women and an average tenure of 8 years.