Current Report Filing (8-k)
February 01 2023 - 8:31AM
Edgar (US Regulatory)
0001353283
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0001353283
2023-02-01
2023-02-01
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iso4217:USD
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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)
February 1, 2023
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)
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 |
Common Stock, par value $0.001 per share |
|
SPLK |
|
The NASDAQ Stock Market LLC |
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 2.05 | Costs Associated with Exit or Disposal of Activities. |
On February 1, 2023, Splunk
Inc. (the “Company”) announced a plan of reorganization (the “Plan”) involving approximately 4 percent of the
Company’s global workforce, mostly in North America. This decision is another step in a broader set of proactive organizational
and strategic changes that include optimizing the Company’s processes, cost structure and how the Company operates globally to ensure
the Company continues to balance growth with profitability through these uncertain times and drive success over the long term.
The Company estimates that
it will incur approximately $28 million in charges and future cash expenditures in connection with the Plan, consisting primarily of cash
expenditures related to severance payments, certain retention payments (for roles being moved to lower cost regions), employee benefits
and employee transition costs, as well as non-cash charges for share-based compensation expense. The Company expects predominantly all
of the actions associated with the Plan to be completed, and substantially all the associated charges and cash expenditures to be incurred,
in the first quarter of fiscal year 2024, subject to local law and consultation requirements.
The estimates of the charges
and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions,
including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, the Company
may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection
with the implementation of the Plan.
A message to the Company’s
employees from Gary Steele, the Company’s President and Chief Executive Officer, regarding the Plan is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form
8-K and Exhibit 99.1 contain forward-looking statements, including, but not limited to, statements regarding the expected benefits of
and timing of completion of the Plan, and the expected costs and charges related to the Plan. These forward-looking statements are based
upon the Company’s current plans, assumptions, beliefs, and expectations. Actual results and the timing of events may differ materially
from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and
uncertainties. These risks and uncertainties include, among other things, the possibility that assumptions underlying the Company’s
expected benefits and the estimates of expenses associated with the Plan prove inaccurate; that the Company incurs greater than estimated
expenses in connection with the Plan; that the Company’s business, results of operations or financial condition are adversely affected
by the Plan; and other risks and uncertainties included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 2022, which is on file with the U.S. Securities and Exchange Commission (“SEC”) and the Company’s other
filings with the SEC. The Company does not assume any obligation to update the forward-looking statements provided to reflect events that
occur or circumstances that exist after the date on which they were made.
| Item 9.01 | Financial Statements and Exhibits. |
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.
Date: February 1, 2023 |
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SPLUNK INC. |
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By: |
/s/ Brian Roberts |
|
|
Brian Roberts |
|
|
Senior Vice President and Chief Financial Officer |
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