Current Report Filing (8-k)
February 26 2020 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2020
Elastic N.V.
(Exact
name of registrant as specified in its charter)
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The Netherlands
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001-38675
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Not Applicable
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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800 West El Camino Real, Suite 350
Mountain View, California 94040
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (650) 458-2620
N/A
(Former name or
former address if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
of which registered
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Ordinary Shares, 0.01 Par Value
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ESTC
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Transition of Aaron Katz as Chief Revenue Officer
On February 26, 2020, based on mutual agreement, Aaron Katz transitioned from Chief Revenue Officer (CRO) of Elastic N.V. (the
Company) to an advisory role to Shay Banon, the Companys Chief Executive Officer and Chairman. Mr. Katzs transition from CRO is not the result of any material disagreement with the Company relating to the Companys
operations, policies or practices.
In connection with his transition from CRO, Elasticsearch Inc. and Mr. Katz entered into a separation and
transition agreement on February 25, 2020 (the Separation Agreement). During the period from February 26, 2020 through August 1, 2020 (the Scheduled Separation Date), Mr. Katz will continue as an employee
of Elasticsearch Inc. and provide certain transition services. Under the Separation Agreement, Mr. Katz is entitled to the following severance payments and benefits assuming that he remains employed with the Company through the Scheduled
Separation Date or if he is terminated without Cause (as such term is defined in the Companys Executive Change in Control Severance Plan) prior to the Scheduled Separation Date: (1) a lump sum cash payment equal to $165,000, which
represents six months of his annual base salary; (ii) a lump sum cash payment in the amount of $148,500, which represents 50% of the annual target incentive bonus for the year of Mr. Katzs termination of employment under the
Companys Executive Incentive Compensation Plan; and (iii) reimbursement of the COBRA premiums of Mr. Katz and his dependents for up to 12 months following the date Mr. Katz and his dependents suffer a loss of health coverage
under the Companys group health plan, subject to Mr. Katz timely electing COBRA continuation coverage. Under the Separation Agreement, Mr. Katzs employment will automatically terminate on the Scheduled Separation Date. The
Separation Agreement also includes, among other terms, a general release of claims in favor of the Company and certain other parties, continued confidentiality obligations by Mr. Katz, and a nondisparagement provision.
The foregoing summary of the Separation Agreement does not purport to be complete and is qualified by reference to the Separation Agreement, which is attached
to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
On February 26, 2020, the Company issued a press release announcing the transition of its Chief Revenue Officer.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: February 26, 2020
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ELASTIC N.V.
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By:
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/s/ Janesh Moorjani
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Name:
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Janesh Moorjani
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Title:
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Chief Financial Officer
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Elastic NV (NYSE:ESTC)
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