UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
¨ |
Definitive Additional Materials |
x |
Soliciting Material Pursuant to § 240.14a-12 |
|
|
Splunk Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨ |
Fee paid previously with preliminary materials. |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Gary Steele LinkedIn 9.21.23: https://www.linkedin.com/posts/gasteele_splunk-and-cisco-unite-to-accelerate-digital-activity-7110596244309213184--yhi/?trk=public_profile_share_view
Splunk LinkedIn 9.21.23: https://www.linkedin.com/company/splunk/posts/?feedView=all
@Splunk Tweet: https://twitter.com/splunk/status/1704825619844874643
@Splunk Tweet: https://twitter.com/splunk/status/1704842926071689347
@Splunk Tweet: https://twitter.com/splunk/status/1704910868381671670
![](https://www.sec.gov/Archives/edgar/data/1353283/000110465923102967/tm2326347d13_defa14img005.jpg)
Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Splunk’s current expectations, estimates
and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry,
management’s beliefs and certain assumptions made by Splunk and Cisco, all of which are subject to change. In this context, forward-looking
statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,”
“expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties,
many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the
proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all,
are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause
actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any
such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder
and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Splunk’s business and other conditions to the completion of the transaction; (ii) the impact
of the COVID-19 pandemic on Splunk’s business and general economic conditions; (iii) Splunk’s ability to implement its business
strategy; (iv) significant transaction costs associated with the proposed transaction; (v) potential litigation relating to the proposed
transaction; (vi) the risk that disruptions from the proposed transaction will harm Splunk’s business, including current plans and
operations; (vii) the ability of Splunk to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments affecting
Splunk’s business; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes
under which Splunk operates; (xii) potential business uncertainty, including changes to existing business relationships, during the pendency
of the merger that could affect Splunk’s financial performance; (xiii) restrictions during the pendency of the proposed transaction
that may impact Splunk’s ability to pursue certain business opportunities or strategic transactions; and (xiv) unpredictability
and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Splunk’s
response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are more
fully discussed in the Proxy Statement to be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction.
While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative,
no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Splunk’s financial
condition, results of operations, or liquidity. Splunk does not assume any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except
as otherwise required by securities and other applicable laws.
Additional Information and Where to Find It
In connection with the proposed transaction and required stockholder
approval, Splunk will file with the SEC a preliminary proxy statement and a definitive proxy statement. The proxy statement will be mailed
to the stockholders of Splunk. Splunk’s stockholders are urged to carefully read the proxy statement (including all amendments,
supplements and any documents incorporated by reference therein) and other relevant materials filed or to be filed with the SEC and in
their entirety when they become available because they will contain important information about the proposed transaction and the parties
to the transaction. Investors may obtain free copies of these documents (when they are available) and other documents filed with the
SEC at its website at http://www.sec.gov. In addition, investors may obtain free copies of the documents
filed with the SEC by Splunk by going to Splunk’s Investor Relations page on its corporate website at https://investors.splunk.com or
by contacting Splunk Investor Relations at ir@splunk.com.
Participants in the Solicitation
Splunk and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Splunk’s stockholders with respect to the transaction. Information about Splunk’s
directors and executive officers, including their ownership of Splunk securities, is set forth in the proxy statement for Splunk’s
2023 Annual Meeting of Stockholders, which was filed with the SEC on May 9, 2023, Form 8-K filed with the SEC on September 21, 2023, and
Splunk’s other filings with the SEC. Investors may obtain more detailed information regarding the direct and indirect interests
of Splunk and its respective executive officers and directors in the transaction, which may be different than those of Splunk stockholders
generally, by reading the preliminary and definitive proxy statements regarding the transaction, which will be filed with the SEC.
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