Dynatrace Inc.
04/01/2024 | Press release | Distributed by Public on 04/01/2024 14:11
Certificate of Incorporation/Bylaws - Form 8-K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 28, 2024, in connection with its periodic review of corporate governance matters, including recent developments in Delaware case law, the Board of Directors (the "Board") of Dynatrace, Inc. (the "Company") adopted and approved the Company's Third Amended and Restated Bylaws (the "Third A&R Bylaws"), effective immediately.
The Third A&R Bylaws update the advance notice provisions for the nomination of directors or the proposal of other business at stockholder meetings, including by, among other things: (i) eliminating the requirement for a nominee to disclose director and officer positions with competitors; (ii) adding a requirement to provide information related to eligibility to serve on independent committees of the Board and the nominee's background, qualifications and independence; (iii) streamlining the disclosure requirements for nominating stockholders regarding the nature of their ownership of shares of the Company and associated voting rights; and (iv) making certain other clarifying and procedural changes.
The foregoing description of the updated provisions in the Third A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Bylaws, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.