Dynatrace, Inc. AGM 2026

Good afternoon, everyone, and welcome to the 2026 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've 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 Mike Cikos.

Our outside counsel, Goodwin Procter LLP, is represented today by Joe Feist. I now call the annual meeting of stockholders to order. I've asked Nicole Fitzpatrick to conduct the 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 10, 2026, to our stockholders of record at the close of business on July 6, 2026. The notice and proxy statement in our annual report on Form 10-K 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 July 6, 2026 were given notice of and are entitled to vote at this meeting. The record of our stockholders as of July 6, 2026 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 valid proxy holder and have any question about the proposals, please submit them now by 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 290,228,871 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 will vote by proxy and by virtual ballot.

If you have 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 26th, 2026. 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 four nominees for Class I director as outlined in our proxy statement.

Based on the recommendation of the nominating corporate governance committee of the board, our board has nominated each of Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel for election as a Class I director to serve for a three-year term ending in our 2029 annual meeting of stockholders, or until their successor is duly elected and qualified, or until their earlier resignation, death, or removal. Each of the nominees is a current member of our board and has consented to serve if elected. For proposal one, a majority of the votes properly cast is required to elect each of the four 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 Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel as Class I 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 31st, 2027. 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 31st, 2027.

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 to conduct a non-binding advisory vote 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 the 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. If you have already voted and do not wish to change your vote, there is no need to vote again. 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 26th, 2026. 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 voting results? The Inspector of Election informs me that for proposal one, each of the four nominees received a majority of votes properly cast. As a result, each of Rick McConnell, Michael Capone, Stephen Lifshatz, and George Riedel are elected as class 1 directors of the company to hold such office until the 2029 annual meeting or until each of their successors is duly elected and qualified, or until their earlier resignation, death, or removal. For proposal two, a majority of the votes properly cast have been voted in favor of the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending March 31st, 2027.