estc-20250828

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant			☒

Filed by a Party other than the Registrant			☐

Check the appropriate box:


☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a12

ELASTIC N.V.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

☐

Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS



Date and Time	Place	Record Date
Tuesday, September 30, 2025 5:00 PM, Central European Summer Time	Keizersgracht 281, 1016 ED Amsterdam, the Netherlands	September 2, 2025

To the Shareholders of Elastic N.V.:

Notice is hereby given that an Annual General Meeting of Shareholders (the “Annual Meeting”) of Elastic N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company,” “Elastic,” or “we,” “us,” or “our”), will be held on September 30, 2025, at 5:00 PM, Central European Summer Time (“CEST”), at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands. At the Annual Meeting, shareholders will consider the following items of business:


Item 1			Opening and announcements
Item 2			Overview of the Company’s business, financial situation and sustainability
Item 3			Appointment of Ashutosh Kulkarni as an executive director and Steven Schuurman as a non-executive director (voting proposal no. 1)
Item 4			Financial statements and results a.Discussion of the Company’s financial statements for the fiscal year that commenced on May 1, 2024 and ended on April 30, 2025 (“fiscal year 2025”), including the Dutch statutory board report and annual accounts b.Proposal to adopt the Dutch statutory annual accounts of the Company for fiscal year 2025 (voting proposal no. 2)
Item 5			Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor of the Company’s Dutch statutory annual accounts for the fiscal year ending April 30, 2026 (“fiscal year 2026”) (voting proposal no. 3)
Item 6			Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 (voting proposal no. 4)
Item 7			Proposal to grant full discharge to the executive directors of the Company who were in office during fiscal year 2025 from liability for their duties performed as executive directors of the Company during fiscal year 2025 (voting proposal no. 5)
Item 8			Proposal to grant full discharge to the non-executive directors of the Company who were in office during fiscal year 2025 from liability for their duties performed as non-executive directors of the Company during fiscal year 2025 (voting proposal no. 6)
Item 9			Authorization of the board of directors to issue ordinary shares and grant rights to acquire ordinary shares (voting proposal no. 7)
Item 10			Authorization of the board of directors to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights (voting proposal no. 8)
Item 11			Authorization of the board of directors to repurchase ordinary shares in the capital of the Company (voting proposal no. 9)
Item 12			Proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in this proxy statement (voting proposal no. 10)
Item 13			Any other business that may properly come before the meeting
Item 14			Closing of the meeting

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Each person authorized to attend the Annual Meeting may inspect the agenda of the Annual Meeting and the financial statements, including the Dutch statutory board report, at the Company’s office in the Netherlands at Keizersgracht 281, 1016 ED Amsterdam.

The board of directors unanimously recommends that you vote “FOR” each director nominee named in voting proposal no. 1 and “FOR” each of the remaining voting proposals as noted above.

The record date for the Annual Meeting (the “Record Date”) is at 5:00 PM, Eastern Daylight Time (“EDT”) (11:00 PM, Central European Summer Time), on September 2, 2025. Only the holders of record of the Company’s shares at that date and time are entitled to receive this Notice of Annual General Meeting of Shareholders (the “Notice of Annual General Meeting”) and to vote at the Annual Meeting.

If you intend to attend the Annual Meeting in person, you must notify the Company by submitting your name and the number of registered shares you hold to the Company’s e-mail address ir@elastic.co by 8:00 PM, EDT, on September 25, 2025. Please read the accompanying proxy statement carefully to ensure that you have proper evidence of share ownership as of September 2, 2025, as we will not be able to accommodate guests without such evidence at the Annual Meeting.

We provide our materials pursuant to the full set delivery option in connection with the Annual Meeting. Under the full set delivery option, a company delivers all proxy materials to its shareholders. The approximate date on which the proxy statement and proxy card are intended to be first sent or given is September 5, 2025. This delivery can be by mail or, if a shareholder has previously agreed, by e-mail. In addition to delivering proxy materials to shareholders, the Company must also post all proxy materials on a publicly accessible website and provide information to shareholders about how to access that website. Accordingly, you should receive our proxy materials and our Annual Report on Form 10-K for fiscal year 2025 by mail or, if you previously agreed, by e-mail. These proxy materials include this Notice of Annual General Meeting of Shareholders, the proxy statement, and the form of proxy card. These materials are available free of charge on our website at ir.elastic.co and at www.proxyvote.com.

Your vote is important regardless of the number of Elastic ordinary shares that you own. If you do not plan to attend the Annual Meeting and if you are a shareholder of record, please submit your proxy instructions via the Internet or, if you are a holder of shares in street name (a “beneficial owner”), please submit the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the Annual Meeting. You may submit your voting instruction form by mail. If you are a shareholder of record, you may provide your proxy instructions by telephone or by submitting a proxy card by mail. If you are a beneficial owner, you will receive instructions from your broker or other nominee explaining how to instruct the record holder to vote your shares. You should follow the instructions on the voting instruction form you receive from your broker or nominee. You do not need to affix postage to the enclosed reply envelope if you mail it within the United States. If you attend the Annual Meeting, you may withdraw your proxy and vote your shares personally.

All proxies submitted to us will be tabulated by Broadridge Financial Solutions, Inc. All shares voted by shareholders of record present in person at the Annual Meeting will be tabulated by the secretary designated by the chairperson of the Annual Meeting.

We cordially extend an invitation to all shareholders to attend the Annual Meeting.

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If you have any questions concerning the proxy statement, would like additional copies of the proxy statement, or need help voting your Elastic ordinary shares, please contact our Investor Relations department at ir@elastic.co.

Thank you for your ongoing support of Elastic.

By the order of the Board of Directors of Elastic N.V.

Carolyn Herzog

Chief Legal Officer and Corporate Secretary

August 28, 2025

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ELASTIC N.V.

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 30, 2025


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Proxy Statement Voting Proposals Summary						1
Board of Directors and Corporate Governance						2
Board of Directors						2
Board Skills and Experience Matrix						4
Nominees for Director						5
Continuing Directors						6
Director Independence						10
Corporate Governance Guidelines and Code of Business Conduct and Ethics						11
Board Leadership Structure and Role of the Independent Chairperson and Lead Independent Director						11
Risk Management						12
Management Succession Planning						12
Board Meetings						13
Committees of Board of Directors						13
Environmental, Social, and Governance Matters						16
Policies Governing Director Nominations						20
Communication with the Board						21
Compensation Committee Interlocks and Insider Participation						21
Non-Executive Director Compensation						21
Fiscal 2025 Non-Executive Director Compensation Table						24
Voting Proposal 1 - Board Appointments						25
Voting Proposal 2 - Adoption of Dutch Statutory Annual Accounts						26
Voting Proposal 3 - Appointment of PricewaterhouseCoopers Accountants N.V. as the External Auditor of Dutch Statutory Annual Accounts						27
Voting Proposal 4 - Ratification of the Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm						28
Report of the Audit Committee						30
Voting Proposal 5 - Grant of Full Discharge to Executive Directors						31
Voting Proposal 6 - Grant of Full Discharge to Non-Executive Directors						32
Voting Proposal 7 - Authorization of the Board to Issue Ordinary Shares and Grant Rights to Acquire Ordinary Shares						33
Voting Proposal 8 - Authorization of the Board to Restrict or Exclude Pre-Emptive Rights for Issuances of Shares and Grants of Rights						36
Voting Proposal 9 - Authorization of the Board of Directors to Repurchase Ordinary Shares in the Capital of the Company						38
Voting Proposal 1 0 - Non-Binding Advisory Vote on the Compensation of Our Named Executive Officers						39
Executive Officers						40
Executive Compensation						41
Compensation Discussion and Analysis						41
Executive Compensation Tables						59
Fiscal 2025 Summary Compensation Table						59
Fiscal 2025 Grants of Plan-Based Awards						61
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End						62
Fiscal 2025 Option Exercises and Stock Vested						64
Fiscal 2025 Non-Qualified Deferred Compensation						64

Table of Contents | Elastic 2025 Proxy Statement

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Named Executive Officer Employment Letters and Agreements						65
Limitation on Liability and Indemnification Matters						66
Potential Payments Upon Termination or Change in Control						66
Report of the Compensation Committee						68
CEO Pay Ratio						69
Pay Versus Performance						70
Deli nquent Section 16(a) Reports						79
Certain Relationships and Transactions with Related Persons						76
Equity Compensation Plan Information						78
Security Ownership of Certain Beneficial Owners and Management						79
Questions and Answers About the Annual Meeting						81
Shareholder Proposals for 2026 Annual Meeting						87
Shareholder proposals for inclusion in Elastic’s proxy materials under SEC rules						87
Shareholder proposals to be brought at the annual general meeting under Dutch law						87
Annual Report						88
Where You Can Find More Information						88
Other Matters						89
Appendix A - Reconciliation of Non-GAAP Financial Measures						A-1

Table of Contents | Elastic 2025 Proxy Statement

SEC Form DEF 14A filed by Elastic N.V.