Elastic NV

1. 1

   Board Appointments

   ManagementBoard: FOR

   Appoint Paul Auvil, Alison Gleeson, and Julia Liuson as non-executive directors for terms expiring at the 2029 annual general meeting; Auvil and Gleeson are being reappointed and Liuson is a new nominee.

2. 2

   Adoption of Dutch Statutory Annual Accounts

   ManagementBoard: FOR

   Adopt Elastic’s Dutch statutory annual accounts for fiscal year 2026, prepared under IFRS as adopted by the European Union, with fiscal-year net income offset against accumulated losses.

   More detail

   This proposal asks shareholders to adopt Elastic’s Dutch statutory annual accounts for fiscal 2026. The accounts are prepared under IFRS as adopted by the European Union rather than U.S. GAAP. The proposal is distinct from approval of the consolidated financial statements included in the company’s Form 10-K. Dutch corporate law requires a Dutch public company to prepare these statutory accounts and submit them to shareholders for adoption. PricewaterhouseCoopers Accountants N.V. has issued the related auditor’s report, which is included with the accounts. The board has determined that fiscal 2026 net income will be offset against accumulated losses under the company’s articles of association. Shareholders can review the accounts online or at Elastic’s Netherlands office. Approval requires a simple majority of votes cast with at least one-third of issued and outstanding shares represented. The board unanimously recommends voting FOR because adoption satisfies a statutory Dutch corporate-governance requirement.

3. 3

   Appointment of PricewaterhouseCoopers Accountants N.V. as External Auditor

   ManagementBoard: FOR

   Appoint PricewaterhouseCoopers Accountants N.V. as external auditor of Elastic’s Dutch statutory annual accounts for fiscal year 2027.

4. 4

   Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP to audit Elastic’s U.S. GAAP consolidated financial statements for fiscal year 2027.

5. 5

   Grant of Full Discharge to Executive Directors

   ManagementBoard: FOR

   Grant full discharge to executive directors who served during fiscal year 2026 for liability relating to their executive-director duties during that year, subject to facts apparent from the statutory accounts or otherwise known to shareholders.

   More detail

   This proposal asks shareholders to discharge Elastic’s executive directors from liability for duties performed during fiscal year 2026. The discharge covers executive-director responsibilities performed while the relevant directors were in office. Its scope is limited to facts apparent from the Dutch statutory annual accounts and facts otherwise known to the general meeting. It therefore operates within the disclosure and knowledge framework described in the proxy statement. The proposal is a Dutch corporate-governance matter rather than a change to compensation or board structure. Approval requires a simple majority of votes cast with at least one-third of the issued and outstanding shares represented. The board does not identify any disputed conduct or carve-outs beyond the stated scope. The discharge does not extend to matters that were not disclosed or otherwise known to shareholders. The board unanimously recommends voting FOR the grant of full discharge to the executive directors.

6. 6

   Grant of Full Discharge to Non-Executive Directors

   ManagementBoard: FOR

   Grant full discharge to non-executive directors who served during fiscal year 2026 for liability relating to their non-executive-director duties during that year, subject to facts apparent from the statutory accounts or otherwise known to shareholders.

   More detail

   This proposal asks shareholders to discharge Elastic’s non-executive directors from liability for duties performed during fiscal year 2026. The relevant duties include board oversight and committee responsibilities carried out while the directors served. The discharge is limited to facts apparent from the Dutch statutory annual accounts or otherwise known to the general meeting. It is therefore tied to information made available to or known by shareholders. The proposal reflects a customary Dutch corporate-law practice following the company’s annual reporting cycle. Approval requires a simple majority of votes cast with at least one-third of the issued and outstanding shares represented. The proxy statement does not disclose a specific controversy or alleged breach connected with the requested discharge. The discharge should not be read as covering undisclosed facts outside the stated scope. The board unanimously recommends voting FOR the grant of full discharge to the non-executive directors.

7. 7

   Authorization to Issue Ordinary Shares and Grant Rights to Acquire Ordinary Shares

   ManagementBoard: FOR

   Authorize the board for 18 months, through April 15, 2028, to issue ordinary shares and grant rights to acquire ordinary shares up to 20% of issued share capital as of August 21, 2026, or 20,998,256 shares.

   More detail

   This proposal would authorize Elastic’s board to issue ordinary shares and grant rights to acquire ordinary shares equal to up to 20% of issued share capital as of August 21, 2026, or 20,998,256 shares. The authority would last 18 months after the annual meeting, expiring April 15, 2028. It would replace the existing 2025 authorization rather than operate as a permanent increase in authorized capital. The requested flexibility is required because Elastic is incorporated in the Netherlands, where board issuance authority generally depends on shareholder authorization. Potential uses include equity compensation, the employee stock purchase plan, acquisitions, business combinations, financing, strategic transactions, recapitalizations, stock dividends, and other proper business purposes. Management says some transactions require prompt execution and may not allow time for a later shareholder vote. The company states that it currently has no plans for issuances beyond those necessary for its equity plans, but the authorization would create capacity for future opportunities. The proposal carries dilution risk because future issuances could dilute existing shareholders and potentially reduce the trading price. The board unanimously recommends voting FOR to preserve flexibility and avoid the delay and expense of obtaining approval for each future issuance.

8. 8

   Authorization to Restrict or Exclude Pre-Emptive Rights

   ManagementBoard: FOR

   Authorize the board for 18 months, through April 15, 2028, to restrict or exclude shareholder pre-emptive rights for issuances under Proposal 7 up to 10% of issued share capital as of August 21, 2026, or 10,499,128 shares.

   More detail

   This proposal would authorize the board to restrict or exclude shareholders’ statutory pre-emptive rights for issuances and acquisition rights made under Proposal 7. The authority would cover up to 10% of issued share capital as of August 21, 2026, or 10,499,128 ordinary shares. It would remain effective for 18 months through April 15, 2028 and replace the corresponding 2025 authorization. Under Dutch law, shareholders generally have pro rata rights in certain new share issuances unless those rights are excluded or restricted. Approval would allow Elastic to issue shares or convertible securities without first offering shareholders the opportunity to subscribe proportionally. Management argues that this is important for transactions requiring prompt action, including the categories of transactions described in Proposal 7. The authorization is narrower than the 20% issuance authority in Proposal 7 because it caps excluded pre-emptive rights at 10% of issued capital. The principal shareholder concern is dilution and loss of the ability to maintain proportional ownership in qualifying issuances. Approval requires a two-thirds majority when at least one-third of issued shares are represented, but only a simple majority if at least half are represented. The board unanimously recommends voting FOR because it views the authority as market-standard and necessary to preserve transaction flexibility.

9. 9

   Authorization to Repurchase Ordinary Shares

   ManagementBoard: FOR

   Authorize the board for 18 months after the annual meeting to repurchase up to 10% of issued share capital at prices from nominal value to 110% of the applicable five-trading-day average high price, replacing the 2025 authorization.

   More detail

   This proposal renews the board’s authority to repurchase Elastic ordinary shares for 18 months after the annual meeting. Repurchases would be capped at 10% of issued share capital at the acquisition date. The permitted price range runs from nominal value to 110% of the market price, with market price defined using the average of the highest price on each of the five preceding trading days. The authorization would replace the authority approved at the 2025 annual meeting. Dutch law and Elastic’s articles generally require shareholder authorization for the board to repurchase shares, subject to exemptions. Management identifies returning capital to shareholders and satisfying equity-plan obligations as potential purposes. The company reports that it repurchased 4,420,666 shares during fiscal 2026 at a weighted average price of $76.91. As of April 30, 2026, $160 million remained available under the original $500 million repurchase program. Repurchases can support capital allocation and offset dilution, but they also reduce cash available for investment and may affect capital structure and shareholder value depending on timing and price. The board unanimously recommends voting FOR to preserve flexibility for repurchases and equity-plan administration.

10. 10

    Non-Binding Advisory Vote on Named Executive Officer Compensation

    ManagementBoard: FOR

    Approve, on a non-binding advisory basis, the compensation of Elastic’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

    More detail

    This proposal asks shareholders to approve, on a non-binding advisory basis, the total compensation of Elastic’s named executive officers. The resolution covers the Compensation Discussion and Analysis, compensation tables, and accompanying narrative disclosed under SEC rules. It is not directed at any single salary, bonus, equity award, or severance feature. Management emphasizes that the program is designed around pay for performance and long-term shareholder value creation. For fiscal 2026, equity represented the dominant component of target total direct compensation, and 50% of annual equity value was delivered through performance share units. The program also included a special CEO award tied to substantial share-price appreciation, relative TSR, and continued service. Annual cash and PSU payouts were linked to total revenue and non-GAAP operating margin performance. The company reports approximately 86% support for the prior year’s say-on-pay vote and says it engages shareholders on compensation matters. The advisory result will not bind the board or Compensation Committee, but they will consider it in future compensation decisions. The board unanimously recommends voting FOR the resolution.

11. 11

    Non-Binding Advisory Vote on Frequency of Future Say-on-Pay Votes

    ManagementBoard: FOR

    Recommend, on a non-binding advisory basis, whether future advisory votes on named executive officer compensation should occur every one, two, or three years; the board recommends every one year.

    More detail

    This proposal asks shareholders to express a preference for the frequency of future advisory votes on named executive officer compensation. The available choices are every one year, two years, or three years, with abstention also permitted. The vote is required every six years under Section 14A of the Exchange Act. The proposal does not itself approve compensation or legally bind the board to follow the winning frequency. Elastic’s board recommends an annual vote, consistent with the company’s practice during the prior six years. Management believes annual voting gives shareholders the most timely feedback channel on compensation policies and practices. The Compensation Committee and board will consider the result when determining future voting practices. The board may nevertheless choose a different frequency if it concludes that doing so is in shareholders’ and the company’s best interests. The option receiving the highest number of votes cast is treated as shareholders’ preferred frequency, while abstentions and broker non-votes do not affect the outcome. The board unanimously recommends voting for “ONE YEAR,” and expects the next frequency vote in 2032.

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When is the Elastic NV 2026 annual meeting?

Elastic NV (ESTC) holds its 2026 annual shareholder meeting on Thursday, October 15, 2026.

What is the record date for the Elastic NV 2026 meeting?

The record date for the Elastic NV 2026 meeting is Thursday, September 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Elastic NV's 2026 meeting?

The board is presenting 3 director nominees at the Elastic NV 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Elastic NV 2026 meeting?

Shareholders will vote on 11 proposals at the Elastic NV 2026 meeting, each tagged with who proposed it and the board's recommendation.