Sector: Information Technology
ELASTIC NV · Meeting: October 15, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Board Appointments — Appointment of Paul Auvil, Alison Gleeson, and Julia Liuson as Non-Executive Directors
Auvil has been a director since October 2023, well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings strong financial expertise as a former CFO of multiple public technology companies, chairs the Audit Committee, and there are no overboarding, attendance, or independence concerns.
Gleeson has served since January 2020, and ESTC's 3-year price return of +68.3% outperforms the peer group median of +31.8% by +36.5 percentage points — well below the 65-percentage-point threshold required to trigger a vote against at this positive return level — so no TSR concern applies; she has relevant enterprise technology and sales leadership experience and sits on two other public boards, which is within the four-board overboarding limit.
Liuson is a first-time nominee and therefore exempt from the TSR trigger; she brings deep product, engineering, and AI expertise from a long career at Microsoft, has no overboarding issues (two public boards including Elastic if appointed), and her qualifications are directly relevant to Elastic's business.
All three nominees — Paul Auvil, Alison Gleeson, and Julia Liuson — receive a FOR vote. ESTC's 3-year stock return of +68.3% meaningfully outperforms the peer median of +31.8%, so no TSR underperformance trigger fires for any director. Auvil and Liuson are within the 24-month new-director exemption in any event. The board discloses a skills matrix, all nominees are independent, and no overboarding or attendance concerns are identified.
CEO
Ashutosh Kulkarni
Total Comp
$14,348,734
Prior Support
86%%
The prior year Say on Pay vote received approximately 86% support — well above the 70% threshold that would require a response — so there is no shareholder engagement concern. Pay mix is strongly aligned with policy requirements: fixed salary represents only 4.3% of the CEO's total target pay, with 95.7% variable and at-risk through annual cash bonuses tied to revenue and operating margin targets and equity awards split equally between performance-based and time-based grants. ESTC's 3-year stock return of +68.3% outperforms the peer group median by +36.5 percentage points, meaning above-benchmark incentive pay is supported by genuine outperformance for shareholders, satisfying the pay-for-performance alignment check.
Auditor
PricewaterhouseCoopers LLP
Tenure
8 yrs
Audit Fees
$3,294,000
Non-Audit Fees
$668,000
Non-audit fees (tax fees of $665,000 plus other fees of $3,000, totaling $668,000) represent approximately 20% of audit fees of $3,294,000 — well below the 50% threshold that would trigger a concern about auditor independence. PwC has served since 2018 (approximately 8 years), far below the 25-year tenure threshold. No material restatements are disclosed, and PwC as a Big 4 firm is fully adequate for a company of Elastic's size and complexity.
The 2026 Elastic N.V. annual meeting presents a clean ballot with no major governance concerns: all three director nominees receive a FOR vote supported by strong 3-year stock outperformance versus peers, the Say on Pay vote passes on the strength of an 86% prior-year approval, strong pay-for-performance design, and continued stock outperformance, and both auditor proposals clear all policy screens with low non-audit fee ratios and an eight-year tenure well short of the 25-year threshold. There are no stockholder-submitted proposals on the ballot, and the remaining Dutch-law and administrative proposals are routine.
21 companies disclosed in 2026 proxy filing
