Elastic N.V. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of April 30, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management's Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2022 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of April 30, 2022. The effectiveness of our internal control over financial reporting as of April 30, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K. 102 T a b l e o f C o ntents Changes in Internal Control Over Financial Reporting During the quarter ended April 30, 2022, the Company implemented a new revenue accounting system. As a result of this implementation, the Company modified certain existing controls and implemented new controls to maintain appropriate internal control over financial reporting during and after the system change. Other than updates to the relevant control structure related to this implementation, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended April 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. None. 103 T a b l e o f C o ntents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item (other than the information set forth in the next paragraph) will be included in our definitive proxy statement for our 2022 annual general meeting of shareholders (the “2022 Proxy Statement”), which will be filed with the SEC within 120 days after the end of our year ended April 30, 2022, and is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of the Code of Conduct is available on our website at elastic.co. The audit committee of our board of directors is responsible for overseeing the Code of Conduct. The board of directors, or its designated committee, must approve any waivers of the Code of Conduct for members of the board of directors or executive officers, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers, and the General Counsel, or, if the General Counsel is not available, the Chief Financial Officer, who will consult with the Chief Ethics & Compliance Officer, must approve any waiver of the Code of Conduct for any other person. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website, as required by applicable law or the listing standards of the NYSE. The inclusion of our website address in this Form 10-K does not include or incorporate by reference into this Form 10-K the information on or accessible through our website. Item 11. Executive Compensation. The information required by this item will be set forth in the 2022 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be set forth in the 2022 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be set forth in the 2022 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information required by this item will be set forth in the 2022 Proxy Statement and is incorporated herein by reference. 104 T a b l e o f C o ntents PART IV Item 15. Exhibits, Financial Statement Schedules. (a)(1) Financial Statements See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedule All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements. (a)(3) Exhibits We have filed or incorporated by reference the exhibits listed on the accompanying Exhibit Index. Exhibit Index Incorporated by Reference Exhibit No. Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith 2.1 Agreement and Plan of Reorganization, dated as of June 5, 2019, by and among Elastic N.V, Avengers Acquisition Corp., Endgame, Inc. and Shareholder Representative Services LLC, solely in its capacity as the representative of the securityholders of Endgame. 8-K 001-38675 2.1 6/5/2019 3.1 Articles of Association of Elastic N.V. (English translation). 10-Q 001-38675 3.1 12/12/2018 3.2 Deed of Amendment of the Articles of Association of Elastic N.V. (English translation). 10-Q 001-38675 3.2 12/12/2018 3.3 Deed of Conversion and Amendment of the Articles of Association of Elastic N.V. Articles of Association (English translation). 10-Q 001-38675 3.3 12/12/2018 4.1 Amended and Restated Investors’ Rights Agreement among the Company and certain holders of its ordinary shares, dated as of July 19, 2016. S-1 333-227191 4.1 9/5/2018 4.2 Description of share capital. 10-K 001-38675 4.2 6/28/2019 4.3 Indenture, dated as of July 6, 2021, by and between Elastic N.V. and U.S. Bank National Association, as trustee. 8-K 001-38675 4.1 7/6/2021 4.4 Form of 4.125% Senior Note due 2029 (included in Exhibit 4.3). 8-K 001-38675 4.1 7/6/2021 10.1+ Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. S-1/A 333-227191 10.1 9/24/2018 10.2+ Amended and Restated 2012 Stock Option Plan and related form agreements. 10-Q 001-38675 10.4 3/10/2022 10.3+ Form of Change in Control and Severance Agreement. S-1 333-227191 10.3 9/5/2018 10.4+ Change in Control and Severance Agreement between the Company and Janesh Moorjani, dated as of August 1, 2018. S-1 333-227191 10.4 9/5/2018 10.5+ Amended and Restated Employment Agreement between the Company and Shay Banon, dated January 11, 2022. 10-Q 001-38675 10.2 3/10/2022 105 T a b l e o f C o ntents 10.6+ Employment Letter between the Company and Janesh Moorjani, dated as of August 1, 2018. S-1 333-227191 10.6 9/5/2018 10.7+ Employment Letter between the Company and W.H. Baird Garrett, dated as of July 31, 2018. S-1 333-227191 10.9 9/5/2018 10.8+ Offer Letter between the Company and Jonathan Chadwick, dated as of July 27, 2018. S-1 333-227191 10.10 9/5/2018 10.9+ Offer Letter between the Company and Paul Appleby, dated as of August 10, 2020. 8-K 001-38675 10.1 8/26/2020 10.10+ Separation and Transition Agreement between the Company and Paul Appleby, dated as of January 12, 2022. 10-Q 001-38675 10.3 3/10/2022 10.11+ Amended and Restated Offer Letter between the Company and Ashutosh Kulkarni, dated as of January 11, 2022. 10-Q 001-38675 10.1 3/10/2022 10.12+ Offer Letter between the Company and Carolyn Herzog, dated as of March 23, 2022. X 10.13 Office Lease Agreement, by and between the Company and Asset Growth Partners, L.P., dated as of July 9, 2014. S-1 333-227191 10.11 9/5/2018 10.14 First Amendment to Office Lease Agreement, by and between the Company and Asset Growth Partners, L.P., dated as of March 30, 2015. S-1 333-227191 10.12 9/5/2018 10.15 Second Amendment to Office Lease Agreement, by and between the Company and Asset Growth Partners, L.P., dated as of September 16, 2015. S-1 333-227191 10.13 9/5/2018 10.16 Third Amendment to Office Lease Agreement, by and between the Company and Asset Growth Partners, L.P., dated as of April 18, 2018. S-1 333-227191 10.14 9/5/2018 10.17 Fourth Amendment to Office Lease Agreement, by and between the Company and Asset Growth Partners, L.P., dated as of December 27, 2019. 10-K 001-38675 10.14 6/25/2021 10.18+ Endgame, Inc. Amended and Restated 2010 Stock Incentive Plan, as amended, and related form agreements . 10-Q 001-38675 10.1 12/9/2021 10.19+ Build Security Ltd. 2020 Share Incentive Plan, as amended, and related form agreements. S-8 333-261544 4.2 12/8/2021 10.20+ cmdWatch Security Inc. Stock Option Plan, as amended, and related form agreements. S-8 333-261544 4.3 12/8/2021 21.1 List of subsidiaries of the Registrant. X 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (contained in the signature page of this report). X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 106 T a b l e o f C o ntents 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101 The following financial information from Elastic N.V.’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of April 30, 2022 and April 30, 2021; (ii) Consolidated Statements of Operations for the fiscal years ended April 30, 2022, April 30, 2021, and April 30, 2020; (iii) Consolidated Statements of Comprehensive Loss for the fiscal years ended April 30, 2022, April 30, 2021, and April 30, 2020; (iv) Consolidated Statements of Shareholders’ Equity for the fiscal years ended April 30, 2022, April 30, 2021, and April 30, 2020; (v) Consolidated Statements of Cash Flows for the fiscal years ended April 30, 2022, April 30, 2021, and April 30, 2020; and (vi) Notes to the Consolidated Financial Statements X 104 The cover page from Elastic N.V.’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022 formatted in Inline XBRL (included as Exhibit 101). X + Indicates a management contract or compensatory plan or arrangement. * The certifications attached as Exhibits 32.1 and 32.2 hereto accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act, irrespective of any general incorporation language contained in any such filing. Item 16. Form 10-K Summary None. 107 T a b l e o f C o ntents SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Elastic N.V. Date: June 21, 2022 By: /s/ Ashutosh Kulkarni Ashutosh Kulkarni Chief Executive Officer and Director ( Principal Executive Officer ) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ashutosh Kulkarni and Janesh Moorjani, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Name Title Date /s/ Ashutosh Kulkarni Chief Executive Officer and Director (Principal Executive Officer) June 21, 2022 Ashutosh Kulkarni /s/ Janesh Moorjani Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) June 21, 2022 Janesh Moorjani /s/ Shay Banon Chief Technology Officer and Director June 21, 2022 Shay Banon /s/ Chetan Puttagunta Chairman and Director June 21, 2022 Chetan Puttagunta /s/ Jonathan Chadwick Director June 21, 2022 Jonathan Chadwick /s/ Alison Gleeson Director June 21, 2022 Alison Gleeson /s/ Shelley Leibowitz Director June 21, 2022 Shelley Leibowitz /s/ Caryn Marooney Director June 21, 2022 Caryn Marooney /s/ Steven Schuurman Director June 21, 2022 Steven Schuurman /s/ Michelangelo Volpi Director June 21, 2022 Michelangelo Volpi 108