Good afternoon, everyone, and welcome to the 2025 annual meeting of stockholders of Dynatrace Inc. I'm Rick McConnell, CEO and a member of the board of directors, and I'll act as chair of today's virtual meeting. We once again adopted a virtual meeting format because we believe it allows for greater access to all participants. I'd like to make a few introductions before we begin. Joining us today are some of the other members of our board of directors, including Jill Ward, the Chair of both our Board and its Nominating and Corporate Governance Committee. I'm also joined today by the following other members of the Dynatrace team: Jim Benson, our CFO; Nicole Fitzpatrick, our Chief Legal Officer and Secretary; and Noelle Faris, our Vice President of Investor Relations. Our independent auditor, Ernst & Young LLP, is represented at this meeting by Frank Maselli and Michael Comeau .
Our outside counsel, Goodwin Procter LLP, is represented today by Joe Fees. I now call the annual meeting of stockholders to order. I've asked Nicole Fitzpatrick to conduct a formal portion of today's meeting and record the minutes, and Noelle Faris to moderate the Q&A portion of today's meeting.
Thank you, Rick. This annual meeting is being held in accordance with Delaware law and the company's bylaws. Today, we'll address the proposals described in our notice and proxy statement, which was mailed on or about July 8, 2025, to our stockholders of record at the close of business on June 27, 2025. The notice and proxy statement and our annual report on Form 10K are also available in the virtual meeting platform. Now, let's proceed to the business of this meeting. All stockholders of record at the close of business on June 27, 2025, were given notice of and are entitled to vote at this meeting. The record of our stockholders as of June 27, 2025, is posted in the virtual meeting platform.
This record has also been on file at the company for the last 10 days prior to the date of this meeting and has been made available for inspection on request by any stockholder during normal business hours. We will conduct this meeting in accordance with the agenda and rules of conduct, which are available on the virtual platform. Discussion in this portion of the meeting is limited to the proposals on the agenda. There will be an opportunity for questions about each of the proposals after all proposals have been presented. If you are a stockholder or a valid proxy holder and have any questions about the proposals, please submit them now using the Ask a Question field on the virtual platform. Please adhere to the rules of conduct for this meeting.
We have appointed Jennifer Borden of Borden Consulting Group to act as inspector of election for this annual meeting. She is present today and will tabulate the results of the voting and provide a final report. She has signed an oath of inspector of election, which will be filed with the minutes of this meeting. Jennifer Borden has advised me that of the 301,756,527 shares of common stock entitled to vote at the meeting, more than a majority of such shares have voted and are represented at the meeting. Therefore, a quorum is present at this meeting. We may now proceed to transact the business of this meeting. Let me briefly describe the voting process. We'll vote by proxy and by virtual ballot.
If you've previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or virtual ballot. Your vote will be counted. 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 1:04 P.M. on August 20, 2025. 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 vote on three nominees for Class III Director, as outlined in our proxy statement.
Based on the recommendation of the Nominating and Corporate Governance Committee of the board, our board has nominated each of Lisa Campbell, Amol Kulkarni, and Steve Rowland for election as Class III Director to serve for a three-year term ending at our 2028 annual meeting of stockholders and until their successor is duly elected and qualified, subject to their earlier resignation or removal. Each of the nominees is a current member of our board and has consented to serve if elected. For Proposal 1, a majority of the votes properly cast is required to elect each of the three nominees for director. This means that each director nominee must receive more for votes than against votes to be elected to the board. Our company's bylaws require that a stockholder who intends to nominate a person for election as a director must provide advance notice to the company 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 of each of Lisa Campbell, Amol Kulkarni, and Steve Rowland as Class III Directors. The second item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2026. The board's Audit Committee, which is comprised entirely of independent directors, appointed Ernst & Young to perform the audit of our consolidated financial statements for the fiscal year ending March 31, 2026. Today, as a matter of good corporate governance, we're asking our stockholders to ratify this appointment.
The Audit Committee annually reviews our accounting firm's independence, including all relationships between us and the firm, as well as any disclosed relationships or services that may affect the objectivity or independence of the firm and its performance. For Proposal 2, a majority of the votes properly cast is required to ratify the appointment of Ernst & Young LLP. If this appointment is not ratified, the Audit Committee will reconsider the firm's appointment. The Board of Directors unanimously recommends that stockholders vote in favor of the ratification of Ernst & Young LLP's appointment. The third item of business is a non-binding advisory vote of our stockholders to approve the compensation of our named executive officers, as disclosed in the proxy statement. This is otherwise known as a say-on-pay vote.
The vote on this proposal is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in our proxy statement. For Proposal 3, a majority of the votes properly cast is required to pass the proposed resolution. Our Board unanimously recommends that stockholders vote to approve the compensation of the company's named executive officers on a non-binding advisory basis. Our Board and its Compensation Committee will take into account the outcome of the vote when considering the compensation of our named executive officers in the future. We will now open the meeting for any questions about these proposals. To submit a question, use the Ask a Question field on the virtual platform. We will now give stockholders and valid proxy holders a moment if they wish to submit a question about the proposals.
Noelle, have any questions about the proposals been submitted?
No, Nicole. No questions have been submitted.
Thank you, Noelle. The question and answer portion of this meeting is now closed. We will now proceed with voting. Anyone who is voting by virtual ballot and has not already done so during this meeting, please click the Vote Here button on the virtual platform to access your virtual ballot now. We will now give everyone a moment to mark their virtual ballots. The Inspector of Election will not accept virtual ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. It is now 1:08 P.M. on August 20, 2025. The polls for each matter to be voted on at this meeting are now closed. No additional virtual ballots, proxies, or votes, and no changes or revocations will be accepted. Will the Inspector of Election please provide the preliminary results of the voting?
The Inspector of Election informs me that for Proposal 1, each of the three nominees received a majority of votes properly cast. As a result, each of Lisa Campbell, Amol Kulkarni, and Steve Rowland are elected as Class III Directors of the company to hold such office until the 2028 annual meeting and until each of their successors is duly elected and qualified, subject to their earlier resignation or removal. For Proposal 2, a majority of the votes properly cast have been voted in favor of the ratification of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2026. For Proposal 3, a majority of the votes properly cast have been voted on a non-binding advisory basis in favor of approval of the compensation of our named executive officers, as disclosed in the proxy statement.
Our stockholders have approved all three proposals presented at this meeting. The final voting results, including all votes cast in any virtual ballots and proxies recorded during this meeting, will be reported by the Inspector of Election and included in the minutes of this meeting. A report on Form 8K to be filed with the SEC within four business days of this meeting will also reflect the final voting results. There being no other matters for consideration at this meeting, I hereby adjourn our 2025 annual meeting of stockholders. Thank you for attending and for your support and interest in Dynatrace. The Dynatrace Inc. annual meeting of stockholders has come to an end. You may now disconnect. Thank you for joining.