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): August 30, 2023

DYNATRACE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39010	47-2386428
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1601 Trapelo Road, Suite 116
Waltham,	Massachusetts	02451
(Address of principal executive offices)		(Zip Code)

(781) 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	DT	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. o

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

On August 30, 2023, upon the recommendation of the Nominating and Corporate Governance Committee of Dynatrace, Inc. (the "Company"), the Board of Directors (the "Board") unanimously appointed Amol Kulkarni as a Class III director, effective on September 1, 2023. Simultaneously with Mr. Kulkarni's appointment, the Board increased its size from eight to nine directors. The term of the Company’s Class III directors, including Mr. Kulkarni once appointed, expires at the Company's annual meeting of stockholders to be held in 2025 or upon the election and qualification of successor directors or until their earlier resignation, death, or removal. Mr. Kulkarni has also been appointed to the Nominating and Corporate Governance Committee and the Compensation Committee of the Board, effective on September 1, 2023.

There are no family relationships between Mr. Kulkarni and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Kulkarni has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Kulkarni and any other person pursuant to which Mr. Kulkarni was selected as a director of the Company.

Mr. Kulkarni'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 is included as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended March 31, 2023. In addition, the Company will enter into an indemnification agreement with Mr. Kulkarni in connection with his 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 August 30, 2023, the Company issued a press release announcing the appointment of Mr. Kulkarni to the Board, effective on September 1, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.

The information set forth in this Item 7.01 and in the press release attached hereto as Exhibit 99.1 is being 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 such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by Dynatrace, Inc. dated August 30, 2023
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: August 30, 2023	DYNATRACE, INC.
	By:	/s/ Nicole Fitzpatrick
		Name: Nicole Fitzpatrick
		Title: Senior Vice President, General Counsel & Secretary

EX-99.1

EXHIBIT 99.1

Technology Executive Amol Kulkarni Appointed to the Dynatrace Board of Directors

WALTHAM, Mass., August 30, 2023 – Dynatrace (NYSE: DT), the leader in unified observability and security, today announced the appointment of Amol Kulkarni to its Board of Directors effective on September 1, 2023.

Kulkarni brings over two decades of product and software engineering experience to the Dynatrace Board. He most recently served, until August 2023, as Chief Product and Engineering Officer of CrowdStrike, a global cybersecurity leader, and prior to that, as the company’s Senior Vice President of Engineering and Products. Before joining CrowdStrike in 2014, Kulkarni held various product and software leadership roles for 14 years at Microsoft. Kulkarni currently serves on the board of directors of JumpCloud, a privately held company focused on managing and securing employee access to organizations’ systems. Kulkarni received a Bachelor of Engineering degree from the University of Poona, a Master of Technology degree in Energy Systems Engineering from the Indian Institute of Technology, Bombay, and a Ph.D. in Electrical Engineering from the University of Washington.

“We are thrilled to have Amol join the Dynatrace Board,” said Rick McConnell, Dynatrace CEO and a member of the Board of Directors. “His leadership in spearheading large-scale product innovation and engineering initiatives at high-growth global technology companies, along with his security, cloud, data analytics, and platform expertise, will help us further scale our business and support the world’s leading organizations in delivering flawless and secure digital experiences.”

“Joining the Dynatrace Board is an honor for me,” said Kulkarni. “Dynatrace is the leader in the observability and application security space, with a unified platform, a unique approach to AI, analytics, and automation, and a strong people-focused culture. I believe the combination of an elite team, strong product offerings with industry-leading technology, and satisfied customers position the company for ongoing success. I’m excited to contribute to the Dynatrace Board to help strengthen and extend the company’s industry leadership and build long-term value for the company’s stockholders.”

About Dynatrace

Dynatrace (NYSE: DT) exists to make the world’s software work perfectly. Our unified platform combines broad and deep observability and continuous runtime application security with the most advanced AIOps to provide answers and intelligent automation from data at an enormous scale. This enables innovators to modernize and automate cloud operations, deliver software faster and more securely, and ensure flawless digital experiences. That’s why the world’s largest organizations trust the Dynatrace® platform to accelerate digital transformation. 

Curious to see how you can simplify your cloud and maximize the impact of your digital teams? Let us show you. Sign up for a free 15-day Dynatrace trial.

Cautionary Language Concerning Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including Rick McConnell’s and Amol Kulkarni’s respective remarks. These forward-looking statements include all statements that are not historical facts and statements identified by words such as “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies, and prospects, which are based on the information currently available to us and on assumptions we have made. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including risks set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q filed on August 2, 2023 and our other SEC filings. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

1

Contacts

Kara McCrudden

Public Relations Manager

kara.mccrudden@dynatrace.com

Noelle Faris

VP, Investor Relations

Noelle.Faris@dynatrace.com

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XML

Document and Entity Information Document	Aug. 30, 2023
Entity Information [Line Items]
Document Type	8-K
Entity Registrant Name	DYNATRACE, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39010
Entity Address, Address Line One	1601 Trapelo Road, Suite 116
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	781
Local Phone Number	530-1000
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	DT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001773383
Amendment Flag	false
Entity Tax Identification Number	47-2386428
Entity Address, City or Town	Waltham,
Document Period End Date	Aug. 30, 2023