AGM 2020

Aug 25, 2020

Hello, everyone, and welcome to the Dyna Trace 2020 annual meeting of stockholders. I'm John Ben Sicklin, Director and Chief Executive Officer. And I will act as Chairman of this meeting. In today's climate, we believe that the virtual meeting format allows for greater access and safety for all who are in attendance, and I am pleased to welcome all of our stockholders who are attending this virtual meeting. Before proceeding, I would like to make a few introductions. Joining us today are the following members of our Board of Directors. Steve Lipschats, Chair of our Audit Committee, Jim Lines, Jill Ward, Paul Zuber, Chair of our Nominating And Corporate Governance Committee and myself. We also have the following Dynetrace officers with us on the call today. Kevin Burns, our Chief Financial Officer Steve Pace, our Senior Vice President of Global Sales, and Noel Ferris, our Vice President of Investor Relations. Our independent auditor, DDO USA, LLP, are represented at this meeting by Rich Black and Doug Hart. Jotheese, representing Goodwin Proctor, LLP, The company's outside counsel is also present. The annual meeting of stockholders is now called the order. And I've asked Craig Newfield, our General Counsel And Secretary to conduct the formal portion of today's meeting and record the minutes. And Noel Ferris to moderate the question and answer portion of today's meeting. Craig? Thank you, John. This annual meeting is being held in accordance with Delaware law, the company's bylaws, and the agenda and rules of conduct established for the meeting and distributed in the virtual meeting room. During our meeting today, we will address the business matters that were described in our meeting notice and proxy statement, which was mailed on or about July 15, 2020 holders of record at the close of business on July 1, 2020, and which is available on the virtual meeting platform. During this portion of the meeting all discussion will be limited to the items on the agenda. Now let's proceed to the business of this meeting. All stockholders of record as of the close of business on July 1, 2020 were given notice of and are entitled to vote at this meeting. We have at this meeting a record of stockholders as of that date. As secretary of the corporation, I've had a duplicate record on file for the 10 days immediately prior to the date of this meeting. That record has been available for inspection by any stockholder during that period at any time during normal business hours. You have each been provided with access to the agenda and rules of conduct for the meeting on a virtual platform. It is our intention to conduct a meeting in accordance with these documents, There will be ample opportunity for questions about each of the proposals after all proposals have been presented. If you have any questions, Please submit them now using the ask question field on the virtual platform, and please adhere to the rules of conduct at the meeting. Our Board of Directors has appointed Jennifer Bordon of Bordon Consulting to act as Inspector of Elections for this annual meeting, and she will tabulate the results of the voting. The Inspector of our elections has signed an oath of office, which will be filed with the minutes of the meeting. Miss Gordon, do we have a quorum present? Mr. Newfield, of the 281,056,977 shares of common stock entitled to vote at the meeting, 244,279,279,002,179,279,209 shares are represented either virtually in person or by proxy, and therefore, a quorum is present. Thank you, Ms. Borden. I declare that a quorum present and we may now proceed to transact the business in which this meeting has been called. Let me briefly describe the voting procedures. We will vote by proxy and by virtual ballot. If you have previously turned in your proxy and do not intend to change your vote, Your vote will be counted and it is not necessary that you complete another proxy or virtual ballot. If you are eligible to vote and have not submitted your proxy, Or if you want to change your vote, you may do so by clicking the vote here button on the virtual platform. It is now 1:0:5 PM on August 25th, and the polls for each matter to be voted on at this annual meeting are now open. Our first item of business is the election of directors. At this meeting, stockholders will be voting on 3 nominees for class 1 directors, each to serve for a 3 year term ending at the 2023 annual meeting of stockholders, as set forth in our proxy statement. Based on the recommendation of the Nominating And Corporate Governance Committee of our Board, our Board has nominated John Van Sicklin, Michael Compone, and Steven Wishchat's for election as directors, each to serve for a 3 year term ending at our 2023 annual meeting of stockholders, and until the successor is duly elected and qualified, or until his earlier resignation or removal. Each of the nominees is a current member of our board and is consented to service elected. For proposal 1, the election of directors, the 3 nominees receiving the plurality of votes entitled to vote and cast will be will be elected as directors. The corporation's bylaws require that a stockholder who intends to nominate persons as directors must provide advanced notice to the corporation of that intent. No such notice has been received, and there are no other nominees. Accordingly, I declare the nominations for directors closed. The Board of Directors unanimously recommends that stockholders vote in favor of the election, the reach of John Dan Sicklin, Michael Capone and Stephen Livshat as a Director of the company. The second item of business is a ratification of the appointment of BDO USA LLP as the corporation's independent registered public accounting firm for the fiscal year ending March 31, 2021. We have appointed BEO as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending March 30 2021, and we are asking our stockholders to ratify this appointment. BDO has served as our public accounting firm since 2015. Our audit committee annually reviews our accounting firm's independence, including reviewing all relationships between the accounting firm and us, and any disclosed relationships or services that may impact the objectivity and the independence of the accounting firm and the firm's performance. As a matter of good corporate governance, the board determined to submit to stockholders for ratification, the appointment of BDO USA LLP. For proposal 2, a majority of the votes properly cast is required in order to ratify the appointment of BDO. In the event that a majority of the votes properly properly cast do not ratify this appointment of BDO, our audit committee will reconsider whether to retain BDO USA LLP. We will now open the meeting for any questions about these question field on the virtual platform. We will now give everyone a moment to submit any questions that they may have about the proposals. Ms. Ferris, have any questions about the proposals before the meeting been submitted? No, Mr. Newfield. No questions have been submitted. The question and answer portion of the meeting is not closed. We will now proceed with the voting. Anyone who is voting by virtual ballot and has not already done so during this meeting, please click the the vote here button on the ritual platform and mark your ritual ballot now. We will now give everyone who wishes a moment who wishes to vote a moment to mark their virtual ballots. The Inspector of elections will not accept virtual ballots, proxies or votes, or any changes or revocation, submitted after the closing of the polls. It is now 1:0:9 pm Eastern time on August 25, 2020, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. Ms. Borden, would you please report on the results of the voting? With regard to proposal 1, each of the 3 nominees received a plurality of votes entitled to vote and cast and are elected as directors of the company to hold such office until the 2023 annual meeting and until each of their successors is duly elected and qualified as outlined in the proxy statement. With regard to proposal 2, A majority of the votes properly cast have been voted in favor of the ratification of BDO USA LLP, as the corporation's independent registered accounting firm for the fiscal year ending March 31, 2021. Thank you, Ms. Gordon. I declare that both proposals presented at this meeting have been approved by our stockholders and that John Ben Sickman, Michael Capone, and Steven Livshatz, each been duly elected as a class 1 director of the company to serve for a 3 year term ending at our 2023 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal, and that the appointment of BDO USA LLP as the corporation's independent registered public accounting firm for the fiscal year ending March 31 2021 has been ratified. The final results of the voting, including all votes cast in any virtual ballots, and proxies recording during this meeting will be set forth in a report provided by the Inspector of Elections and will be included in the minutes of this meeting. These final results will also be included in our report on Form Eight K filed with the SEC within 4 business days of this meeting. There being no other matters for consideration at this meeting. Our 2020 annual meeting of stockholders is now adjourned. Thank you, one, for your thank you, everyone, for your support and interest in Dynatrace. Conference is now concluded. Thank you for attending today's presentation. You may now disconnect.