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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. ¨
| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As indicated below, on June 16, 2022, the stockholders of Splunk Inc. (the “Company”) approved the Splunk Inc. 2022 Equity Incentive Plan (the “2022 Plan”), including the reservation of shares of the Company’s common stock for issuance thereunder. The Company’s board of directors previously approved the 2022 Plan subject to stockholder approval.
A summary of the 2022 Plan is set forth in the Company’s proxy statement for its 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 2, 2022.
In connection with the resignation of Shawn Bice as President, Products and Technology of the Company, effective June 16, 2022, Mr. Bice and the Company entered into a separation agreement (“Separation Agreement”). Pursuant to the Separation Agreement, in exchange for a release of claims in favor of the Company by Mr. Bice, the Company agreed to forgive Mr. Bice's obligation under his offer letter with the Company dated April 29, 2021 to repay a pro rata portion of his signing bonus. The foregoing summary of the Separation Agreement is subject to and qualified in its entirety by reference to the text of the Separation Agreement, which will be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders (“Annual Meeting”) on June 16, 2022. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1: Election of Class I Directors
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Mark Carges | 118,613,562 | 1,535,674 | 80,676 | 17,140,137 | ||||||||||||
| Kenneth Hao | 119,521,070 | 623,428 | 85,414 | 17,140,137 | ||||||||||||
| Elisa Steele | 83,680,481 | 36,472,891 | 76,540 | 17,140,137 | ||||||||||||
Mark Carges, Kenneth Hao, and Elisa Steele were duly elected as Class I directors.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2023
| For | Against | Abstain | ||||||||
| 136,590,122 | 712,561 | 67,366 | ||||||||
The Company’s stockholders approved PricewaterhouseCoopers LLP, independent registered public accountants, to audit the Company’s financial statements for the fiscal year ending January 31, 2023, as disclosed in the proxy statement relating to the Annual Meeting.
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 61,978,838 | 58,106,231 | 144,843 | 17,140,137 | |||||||||||
The Company’s stockholders approved Proposal 3, a non-binding advisory vote concerning the compensation of the named executive officers as disclosed in the proxy statement relating to the Annual Meeting.
Proposal 4: Approval of the Splunk Inc. 2022 Equity Incentive Plan and reservation of shares thereunder
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 81,247,704 | 38,914,420 | 67,788 | 17,140,137 | |||||||||||
The Company’s stockholders approved the Splunk Inc. 2022 Equity Incentive Plan and the reservation of shares thereunder.
| Item 9.01. | Exhibits |
| Exhibit Number |
Exhibit Title | |
| 10.1 | Splunk Inc. 2022 Equity Incentive Plan, as amended (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 17, 2022) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Splunk Inc. | ||
| By: | /s/ Jason E. Child | |
| Jason E. Child | ||
| Senior Vice President and Chief Financial Officer | ||
| Date: June 17, 2022 | ||
