On April 8, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) agreed that it would not object to a foreign issuer’s use of “notice and access” pursuant to Rule 14a-16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to furnish proxy materials, even though the issuer is unable to comply with the timing requirements of the Rule due to conflicting local law requirements. The foreign issuer agreed to comply with certain conditions in connection with its reliance on Rule 14a-16, as detailed below.
Elastic, N.V. (the “Company”) is a private limited liability company incorporated under Dutch law, and is subject to Exchange Act reporting requirements applicable to U.S. domestic companies because it does not meet the requirements to be a foreign private issuer under Exchange Act Rule 3b-4(c). Specifically relevant here, the Company is subject to the proxy rules in Regulation 14A in connection with shareholder meetings. Exchange Act Rule 14a-3 requires that a company furnish proxy materials to its shareholders either concurrently with, or prior to, the solicitation of their vote at a shareholder meeting; Rule 14a-16 permits companies to meet this requirement by furnishing shareholders with a Notice of Internet Availability of Proxy Material (the “Notice”) at least 40 calendar days before the meeting, instead of providing printed proxy materials. However, under Dutch law, the record date for determining the shareholders entitled to attend and vote at any such meeting is set 28 days before the meeting. This means that the Company will not have a list of shareholders entitled to notice of a meeting subsequent to the 40th calendar day before the meeting, as required to take advantage of “notice and access” pursuant to Rule 14a-16.