SPLK Splunk Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

 

June 17, 2021

 

 

Splunk Inc.

(Exact name of registrant as specified in its charter)

 

  

Delaware	001-35498	86-1106510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

270 Brannan Street

San Francisco, California 94107

(Address of principal executive offices, including zip code)

 

(415) 848-8400

(Registrant’s telephone number, including area code)

 

 

(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):

 

	¨	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
Common Stock, par value $0.001 per share		SPLK		The NASDAQ Global Select Market

 

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 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Splunk Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on June 17, 2021. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

 

Proposal 1: Election of Class III Directors

 

Name of Director		For			Against			Abstain			Broker Non-Votes
Sara Baack		115,406,842			4,477,696			73,994			17,366,437
Sean Boyle		119,390,325			489,452			78,755			17,366,437
Douglas Merritt		119,143,625			765,160			49,747			17,366,437
Graham Smith		116,716,418			3,168,573			73,541			17,366,437

 

Sara Baack, Sean Boyle, Douglas Merritt and Graham Smith were duly elected as Class III directors.

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2022

 

For			Against			Abstain
136,773,679			496,738			54,552

 

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, 2022, 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
41,855,101			77,997,001			106,430			17,366,437

 

The Company’s stockholders did not approve 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.

 

 

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 18, 2021