Dynatrace Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Re-elect four Class I directors — Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel — each to serve a three-year term expiring in 2029.

2. 2

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal 2027

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3. 3

   Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   An advisory vote to approve, on a non-binding basis, the compensation of Dynatrace’s named executive officers as disclosed in the Proxy Statement.

   More detail

   This proposal asks stockholders to approve, on an annual non-binding basis, the overall compensation program for Dynatrace’s named executive officers as disclosed pursuant to Item 402. Management and the Compensation Committee are seeking approval to validate their pay design, which emphasizes variable, performance-based pay: short-term incentives weighted toward ARR and non-GAAP operating income and long-term incentives split between time-based RSUs, Financial PSUs (ARR, revenue, NGOI) and relative TSR (rTSR) PSUs. The vote is advisory and non-binding, but the Board has stated it values stockholder feedback and will consider the outcome when setting future compensation. The filing explains that the Compensation Committee uses rigorous target setting, peer benchmarking, and an independent consultant (Compensia) to align pay with market practices and company strategy, and it highlights recent program features responsive to stockholder engagement (for example, adoption and increased weighting of rTSR PSUs). Management’s rationale frames compensation as a tool to drive sustainable ARR growth, disciplined profitability, and long-term stockholder value while discouraging excessive risk through performance caps, clawback policy, ownership guidelines, and no hedging/pledging. Opposing viewpoints (from dissident investors or governance critics) are not present in this filing, though the document notes the advisory nature of the vote and the company’s responsiveness to prior say-on-pay outcomes. Given the multi-metric structure and the Compensation Committee’s disclosure of performance outcomes (including FY26 payouts and metrics achievement), an informed assessment should weigh the alignment of actual payouts with realized ARR, revenue, NGOI, and rTSR results, the extent of at-risk compensation, and the company’s governance safeguards.

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When is the Dynatrace Inc 2026 annual meeting?

Dynatrace Inc (DT) holds its 2026 annual shareholder meeting on Wednesday, August 26, 2026.

What is the record date for the Dynatrace Inc 2026 meeting?

The record date for the Dynatrace Inc 2026 meeting is Monday, July 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dynatrace Inc's 2026 meeting?

The board is presenting 4 director nominees at the Dynatrace Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dynatrace Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Dynatrace Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.