Dynatrace Shareholders Approve Directors, Auditor and Executive Pay at 2026 Meeting

Dynatrace (NYSE:DT) stockholders approved all three proposals presented at the company’s 2026 annual meeting, including the election of four Class I directors, the ratification of Ernst & Young LLP as independent auditor, and an advisory vote on executive compensation.

The virtual meeting was held Aug. 26, 2026, with CEO and board member Rick McConnell serving as chair. McConnell said Dynatrace continued to use a virtual format because it believes the approach provides greater access for participants.

Chief Legal Officer and Secretary Nicole Fitzpatrick said that more than a majority of the 290,228,871 shares of common stock entitled to vote were represented at the meeting, establishing a quorum.

Four Directors Re-Elected

Stockholders elected Rick McConnell, Michael Capone, Stephen Lifshatz and George Riedel as Class I directors. Each will serve a three-year term expiring at the company’s 2029 annual meeting, or until a successor is elected and qualified or an earlier departure.

All four nominees were current Dynatrace board members, and no other director nominations had been submitted, Fitzpatrick said. The nominees each received a majority of properly cast votes, according to preliminary results from the inspector of election.

The board had unanimously recommended that stockholders support the four nominees.

Auditor Appointment Ratified

Investors also approved the ratification of Ernst & Young LLP as Dynatrace’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

Fitzpatrick said the audit committee, which consists entirely of independent directors, appointed Ernst & Young to audit the company’s consolidated financial statements for the coming fiscal year. The committee reviews the accounting firm’s independence annually, including relationships and services that could affect its objectivity or performance, she said.

Ernst & Young was represented at the meeting by Mike Cuomo.

Say-on-Pay Proposal Approved

Stockholders also approved, on a non-binding advisory basis, the compensation of Dynatrace’s named executive officers as described in the company’s proxy statement.

The say-on-pay vote addressed the overall executive compensation program, including the company’s compensation philosophy, policies and practices, rather than any individual component of pay. Dynatrace’s board and compensation committee will consider the result when evaluating executive compensation in the future, Fitzpatrick said.

No questions concerning the proposals were submitted during the meeting, according to Noelle Faris, Dynatrace’s vice president of investor relations.

Final voting results will be included in the meeting minutes and reported in a Form 8-K filing with the Securities and Exchange Commission within four business days of the meeting, Fitzpatrick said.

About Dynatrace (NYSE:DT)

Dynatrace is a global software intelligence company specializing in application performance management (APM), cloud infrastructure monitoring, and digital experience management. Its flagship offering, the Dynatrace Software Intelligence Platform, leverages artificial intelligence to provide real-time observability across distributed environments, including on-premises data centers, private clouds, public clouds and hybrid deployments. Organizations rely on Dynatrace to detect anomalies, troubleshoot performance issues and optimize end-user experiences through automated root-cause analysis powered by the company’s engine, Davis.

The Dynatrace platform comprises modules for full-stack application monitoring, digital experience monitoring, infrastructure monitoring and business analytics.