Dynatrace amends bylaws for universal proxy rules, remote meetings, and federal forum

Dynatrace, Inc.

Second A&R Bylaws adopt Rule 14a-19 requirements: nominating stockholders must solicit 67% voting power and use non-white proxy cards.
Clarifies that stockholder meetings may be held virtually; chair gains authority to set meeting conduct rules.
Federal forum provision expanded to any federal district court for Securities Act claims, not just D. Mass.
Enhanced disclosure and procedural requirements for stockholder proposals and director nominations, including one-to-one nominee cap.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Dynatrace, Inc.: Amended and restated bylaws to update provisions related to universal proxy rules, virtual meetings, stockholder proposals, DGCL amendments, and federal forum selection (effective 2023-04-20).

Change: bylaw amendment
Effective: 2023-04-20

Exact text from the filing

On April 20, 2023, based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Board") of Dynatrace, Inc. (the "Company"), in connection with new Securities and Exchange Commission rules and changes to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law ("DGCL"), and a periodic review of corporate governance matters, the Board adopted and approved the Company's Second Amended and Restated Bylaws (the "Second A&R Bylaws"), effective immediately.

View on SEC.gov

101 governance changes filed in the last 30 days. Browse all governance changes →

Dynatrace, Inc. filing history →

Source: SEC EDGAR

accession 0001773383-23-000027

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.