Dynatrace adopts majority voting standard for uncontested director elections

Dynatrace, Inc.

Board unanimously approved Fourth Amended and Restated Bylaws effective July 5, 2025.
New majority voting standard: director elected if votes for exceed votes against in uncontested elections.
Plurality voting still applies to contested elections; contested defined as nominees > seats.
Incumbent director who fails re-election must tender resignation; Board decides within 90 days.
Changes aim to enhance director accountability to stockholders.

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 0.9

Dynatrace, Inc.: Adopted majority voting standard for uncontested director elections and resignation policy for incumbent directors who are not re-elected (effective 2025-07-05).

Change: bylaw amendment
Effective: 2025-07-05

Exact text from the filing

On July 5, 2025, the Board of Directors (the "Board") of Dynatrace, Inc. (the "Company") unanimously adopted and approved the Company’s Fourth Amended and Restated Bylaws (the “Fourth A&R Bylaws”), effective immediately. The Fourth A&R Bylaws added a new majority voting standard for uncontested director elections at any meeting of stockholders when a quorum is present.

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Source: SEC EDGAR

accession 0001773383-25-000136

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