Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2023
SNOWFLAKE INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39504
46-0636374
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
Suite 3A, 106 East Babcock Street
59715
Bozeman,
Montana
(Address of Principal Executive Offices)1
(Zip Code)
(844) 766-9355
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.0001 par value
SNOW
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1We are a Delaware corporation with a globally distributed workforce and no corporate headquarters. Under the Securities and Exchange Commission's rules, we are required to designate a “principal executive office.” For purposes of this report, we have designated our office in Bozeman, Montana as our principal executive office, as that is where our Chief Executive Officer and Chief Financial Officer are based.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 5, 2023, Snowflake Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. The following proposals were voted upon, and the final voting results with respect to each such proposal are set forth below.
Proposal 1 — Election of Directors. The Company's stockholders elected the following Class III director nominees to serve until the Company's Annual Meeting of Stockholders in 2026 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. The results of such vote were:
Nominee
For
Withheld
Broker Non-Votes
Teresa Briggs
176,163,122
35,799,087
66,561,397
Jeremy Burton
176,400,095
35,562,114
66,561,397
Mark D. McLaughlin
209,991,529
1,970,680
66,561,397
Proposal 2 — Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The Company's stockholders approved, on an advisory non-binding basis, the compensation of the Company's named executive officers. The results of such vote were:
For
Against
Abstain
Broker Non-Votes
165,634,856
44,990,124
1,337,229
66,561,397
Proposal 3 — Ratification of Independent Registered Public Accounting Firm. The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2024. The results of such vote were:
For
Against
Abstain
278,009,951
236,559
277,096
No other matters were submitted for stockholder action at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
