Item 9A. Controls and Procedures
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, 2024, 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, 2024 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, 2024. The effectiveness of our internal control over financial reporting as of April 30, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the quarter ended April 30, 2024 that 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.
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Item 9B. Other Information
Insider Trading Arrangements
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined for purposes of Regulation S-K Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 (other than the information set forth in the next paragraph) is incorporated herein by reference to our definitive proxy statement for our 2024 annual general meeting of shareholders (the “2024 Proxy Statement”), which will be filed with the SEC within 120 days after the end of our year ended April 30, 2024.
We have adopted our Code of Conduct, applicable to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other 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 senior financial officers. To the extent required by SEC rules, we intend to disclose any amendments to the Code of Conduct, or any waivers of its requirements, for the benefit of our chief executive officer, chief financial officer or other senior financial officers within any period that may be required under SEC rules from time to time.
We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, or us, that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to us. A copy of such policies and procedures is filed as Exhibit 19.1 to this report.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the 2024 Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
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
3.1 Articles of Association of Elastic N.V. (English translation).
10-Q
001-38675 3.1 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.
10-K
001-38675
10.2 6/16/2023
10.3+
Form of Change in Control and Severance Agreement.
10-Q 001-38675 10.3 12/2/2022
10.4+ Amended and Restated Employment Agreement between the Company and Shay Banon, dated June 19, 2023.
10-Q 001-38675 10.1 9/1/2023
10.5+ Employment Letter between the Company and Janesh Moorjani, dated as of August 1, 2018.
S-1
333-227191
10.6 9/5/2018
10.6+
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
10.7+
Offer Letter between the Company and Carolyn Herzog, dated as of March 23, 2022.
10-K 001-38675 10.12 6/21/2022
10.8+
Offer Letter between the Company and Ken Exner, dated as of July 19, 2022.
10-Q 001-38675 10.1 8/29/2022
10.9+
Endgame, Inc. Amended and Restated 2010 Stock Incentive Plan, as amended, and related form agreements .
10-Q 001-38675 10.1 12/9/2021
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10.10+
Build Security Ltd. 2020 Share Incentive Plan, as amended, and related form agreements.
S-8 333-261544 4.2 12/8/2021
10.11+
cmdWatch Security Inc. Stock Option Plan, as amended, and related form agreements.
S-8 333-261544 4.3 12/8/2021
10.12+
Elastic N.V. 2022 Employee Stock Purchase Plan.
X
10.13+
Form of Stock Option Agreement under the Amended and Restated 2012 Stock Option Plan.
10-K
001-38675
10.14 6/16/2023
10.14+
Form of Restricted Stock Unit Agreement under the Amended and Restated 2012 Stock Option Plan.
10-K
001-38675
10.15 6/16/2023
10.15+
Form of Restricted Stock Unit Agreement under the Amended and Restated 2012 Stock Option Plan.
X
10.16+
Form of Performance Unit Agreement under the Amended and Restated 2012 Stock Option Plan.
10-Q 001-38675 10.2 9/1/2023
10.17+
Form of Performance Unit Agreement under the Amended and Restated 2012 Stock Option Plan.
X
10.18+
Elasticsearch Inc. Executive Deferred Compensation Plan, effective January 1, 2024 .
10-Q
001-38675
10.1 3/1/2024
10.19+
Offer Letter between the Company and Mark Dodds, dated as of December 1, 2023.
X
10.20+
Non-Executive Director Compensation Policy.
X
19.1 Elastic N.V. Insider Trading Policy.
X
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
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
97.1 Elastic N.V. Incentive-Based Compensation Recovery Policy.
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
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101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 The cover page from Elastic N.V.’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024 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.
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SIGNATURES
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 14, 2024 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 14, 2024
Ashutosh Kulkarni
/s/ Janesh Moorjani Chief Financial Officer and Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer)
June 14, 2024
Janesh Moorjani
/s/ Shay Banon Chief Technology Officer and Director June 14, 2024
Shay Banon
/s/ Chetan Puttagunta Chairman and Director June 14, 2024
Chetan Puttagunta
/s/ Sohaib Abbasi
Director June 14, 2024
Sohaib Abbasi
/s/ Paul Auvil
Director June 14, 2024
Paul Auvil
/s/ Alison Gleeson Director June 14, 2024
Alison Gleeson
/s/ Shelley Leibowitz Director June 14, 2024
Shelley Leibowitz
/s/ Caryn Marooney Director June 14, 2024
Caryn Marooney
/s/ Steven Schuurman Director June 14, 2024
Steven Schuurman
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