Form 8-K - Current report

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): December 7, 2023

Elastic N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(State or other jurisdiction

of incorporation)

001-38675

(Commission File Number)

98-1756035

(I.R.S. Employer

Identification Number)

Not Applicable1

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: Not Applicable1

N/A

(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:

☐ 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 of which registered
Ordinary Shares, €0.01 Par Value	ESTC	The 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. ☐

1 We are a distributed company. Accordingly, we do not have a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, any shareholder communication required to be sent to our principal executive offices may be directed to the email address ir@elastic.co.

Item 8.01. Other Events.

On December 11, 2023, Elastic N.V. (the “Company” or “Elastic”) publicly announced the appointment of Mark Dodds as Chief Revenue Officer effective December 7, 2023.

Prior to joining Elastic, Mr. Dodds, 57, served in multiple leadership positions spanning 23 years at Cisco Systems, Inc., a global digital communications company, most recently as Senior Vice President, Global Services & Software Sales from August 2020 to December 2022 and before that as Senior Vice President, Global Enterprise Segment from July 2018 to August 2020. Mr. Dodds earned a B.S. in marketing from Clemson University.

In connection with his appointment, Mr. Dodds entered into an employment letter with the Company. The employment letter does not have a specific term and provides that Mr. Dodds will serve as an at-will employee. Mr. Dodds will receive a one-time sign-on bonus of $200,000, his initial annual base salary will be $500,000, and he will be eligible for an annual target cash incentive payment equal to 60% of his annual base salary. In addition, Mr. Dodds will be granted an equity award that will be settled in ordinary shares of Elastic with an aggregate approximate value of $10,000,000. The equity award will be in the form of a restricted stock unit award, which will vest over a 4-year period in 16 equal quarterly installments, subject to Mr. Dodds’ continuous service with Elastic or its affiliates through each vesting date. The award will be subject to terms set forth in the Elastic N.V. Amended and Restated 2012 Stock Option Plan, the applicable award agreement under the plan, and the Company’s equity grant practices in effect from time to time.

Mr. Dodds also entered into the Company’s standard change in control and severance agreement. The change in control and severance agreement provides for specified severance payments and benefits if Mr. Dodds’ employment is terminated other than for “cause” (as defined in the agreement) or if he resigns for “good reason” (as defined in the agreement), subject to Mr. Dodds satisfying certain other terms as set forth in the agreement. Mr. Dodds also entered into the Company’s standard indemnification agreement. The indemnification agreement will provide indemnification for certain liabilities that may arise by reason of his status or service. The Company’s forms of change in control and severance agreements and indemnification agreements are filed as Exhibit 10.3 and Exhibit 10.1, respectively, to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the Securities and Exchange Commission on June 16, 2023.

There are no family relationships between Mr. Dodds and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Dodds that are reportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings between Mr. Dodds and any other persons pursuant to which he was appointed Chief Revenue Officer.

On December 11, 2023, the Company issued a press release announcing the appointment of Mr. Dodds as Chief Revenue Officer, which is filed as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit						Description
99.1						Press Release of Elastic N.V. dated December 11, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Dated: December 11, 2023


ELASTIC N.V.

By:			/s/ Janesh Moorjani
Name:			Janesh Moorjani
Title:			Chief Financial Officer and Chief Operating Officer

Exhibit 99.1

Elastic Names Mark Dodds Chief Revenue Officer

Former Cisco executive joins Elastic to help spearhead company’s continued growth

SAN FRANCISCO--(BUSINESS WIRE)-- Elastic® (NYSE: ESTC) (“Elastic”), the company behind Elasticsearch®, today announced the appointment of Mark Dodds as chief revenue officer, effective immediately. Reporting to Elastic CEO Ash Kulkarni, Dodds will be responsible for driving all aspects of the company's revenue growth, building on its ongoing success as the leading search analytics platform.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20231211976269/en/

Dodds brings extensive global sales leadership experience to the role, gained over 23 years at Cisco, most recently as senior vice president of Global Services & Software Sales, where he helped lead the acceleration of Cisco’s transformation to recurring revenue. He will be responsible for Elastic’s global go-to-market functions, including global sales, customer success, solutions architecture, ecosystem and partnerships, and sales operations.

“Elastic has a tremendous market opportunity ahead, and I am excited to have Mark join our executive team as we continue to drive momentum in generative AI and across all segments of our business,” said Ash Kulkarni. “The Elastic search analytics platform is incredibly popular with developers, and customer excitement and engagement with Elastic is at an all-time high. Mark’s extensive global enterprise sales experience and proven track record in driving business growth, coupled with our strong bottom-up customer adoption, will continue propelling Elastic forward as search continues to be a critical part of the infrastructure for AI.”

“I am delighted to join Elastic as chief revenue officer. As the leader in search analytics, Elastic’s thoughtful integration of search, AI, and analytics to create leading search-powered solutions across multiple market categories, including search, security, and observability, is delivering immense value to customers,” said Mark Dodds. “As customers seek ways to gain efficiencies without sacrificing innovation, especially around generative AI, the Elasticsearch platform presents an exciting opportunity. I am eager to contribute towards realizing Elastic’s growth ambitions and making a meaningful difference to our customers.”

About Elastic

Elastic (NYSE: ESTC) is a leading platform for search-powered solutions. Elastic understands it’s the answers, not just the data. The Elasticsearch platform enables anyone to find the answers they need in real-time using all their data, at scale. Elastic delivers complete, cloud-based, AI-powered solutions for enterprise security, observability and search built on the Elasticsearch platform, the development platform used by thousands of companies, including more than 50% of the Fortune 500. Learn more at elastic.co.

Forward-Looking Statements Certain statements herein are forward-looking statements that are subject to risks and uncertainties, which include but are not limited to, statements regarding the appointment and role of Mr. Dodds as our chief revenue officer and our expectation regarding growth of our revenue and market. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes

in circumstances, including but not limited to risks and uncertainties related to the future conduct and growth of Elastic’s business and the markets in which Elastic operates. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption "Risk Factors" and elsewhere in our most recent filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2023 and other subsequent reports filed with the SEC. SEC filings are available on the Investor Relations section of Elastic's website at ir.elastic.co and the SEC's website at www.sec.gov. Elastic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by law.

Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.

View source version on businesswire.com: https://www.businesswire.com/news/home/20231211976269/en/

Contact: Anthony Luscri

Elastic Investor Relations

ir@elastic.co

Madge Miller

Elastic Corporate Communications

PR-Team@elastic.co

Document and Entity Information Document	Dec. 07, 2023
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2023
Entity Registrant Name	Elastic N.V.
Entity Central Index Key	0001707753
Entity Emerging Growth Company	false
Entity File Number	001-38675
Entity Tax Identification Number	98-1756035
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, €0.01 Par Value
Trading Symbol	ESTC
Security Exchange Name	NYSE
Entity Incorporation, State or Country Code	P7