Independent
Tenure on this board
2.9 yrs
Also a director at
Cerebras Systems Inc (CBRS)
3 nominees · 11 ballot items.
Election of three non-executive directors; adoption of Dutch statutory annual accounts; appointment and ratification of auditors; discharge of executive and non-executive directors; authorizations for share issuance, pre-emptive rights waiver, and share repurchases; and non-binding advisory votes on executive compensation and its frequency.
Appoint three nominees as non-executive directors to serve until the 2029 annual general meeting.
Adopt the Company’s Dutch statutory annual accounts for fiscal year 2026 prepared under IFRS as adopted by the EU.
Appoint PwC Accountants N.V. as the external auditor for the Company’s Dutch statutory annual accounts for fiscal year 2027.
Ratify selection of PwC LLP to audit the Company’s GAAP consolidated financial statements for fiscal year 2027.
Grant full discharge from liability to executive directors for duties performed during fiscal year 2026.
Grant full discharge from liability to non-executive directors for duties performed during fiscal year 2026.
Authorize the board to issue ordinary shares and grant rights to acquire ordinary shares up to 20% of issued share capital as of August 21, 2026 for 18 months.
Authorize the board to restrict or exclude pre-emptive rights for issuances and grants under the 2026 Share Authorization up to 10% of issued share capital for 18 months.
Authorize the board to repurchase up to 10% of issued share capital for 18 months at prices between nominal value and 110% of market price.
Advisory vote to approve, on a non-binding basis, the compensation of named executive officers as disclosed in the proxy statement.
Voting proposal 10 requests an advisory approval of the total compensation of the Company’s named executive officers as disclosed in the proxy statement. The vote is non-binding but provides shareholder feedback to the Compensation Committee and board, who will consider the result in future compensation decisions. Elastic emphasizes pay-for-performance, with most NEO compensation variable and equity-based, increased weighting toward PSUs, and a special CEO equity award tied to share price/rTSR and service. The Compensation Committee retained Semler Brossy and used a peer group to set pay. The board recommends “FOR” this advisory resolution because it believes its executive compensation program aligns pay with long-term shareholder value and includes governance protections and clawback policies. This vote does not affect any specific element of compensation and will occur annually unless changed.
Advisory vote to indicate preference for the frequency (one, two or three years) of future advisory votes on NEO compensation; board recommends one year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR CAPITAL MANAGEMENT LLC | 7.17% | 7,457,632 | $373M |
| 2 | Pictet Asset Management Holding SA | 6.25% | 6,492,717 | $325M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.32% | 5,527,204 | $276M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.91% | 4,066,388 | $203M |
| 5 | FIL Ltd | 3.20% | 3,328,472 | $166M |
| 6 | D. E. Shaw Co., Inc.Activist | 2.74% | 2,847,323 | $142M |
| 7 | BlackRock, Inc. | 2.60% | 2,697,742 | $135M |
| 8 | FIRST TRUST ADVISORS LP | 2.53% | 2,627,636 | $131M |
| 9 | BlackRock, Inc. | 2.50% | 2,594,741 | $130M |
| 10 | Alyeska Investment Group, L.P. | 2.27% | 2,358,270 | $118M |
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