0001104659-19-035691.txt : 20190614 0001104659-19-035691.hdr.sgml : 20190614 20190614170023 ACCESSION NUMBER: 0001104659-19-035691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190613 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20190614 DATE AS OF CHANGE: 20190614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPLUNK INC CENTRAL INDEX KEY: 0001353283 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 861106510 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 19899531 BUSINESS ADDRESS: STREET 1: 270 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 415-848-8400 MAIL ADDRESS: STREET 1: 270 BRANNAN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 8-K 1 a19-11560_18k.htm 8-K

 

 

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 13, 2019

 

 

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):

 

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

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

 

 

 

 

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 13, 2019.  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

 

117,180,378

 

637,730

 

24,775

 

16,950,198

Elisa Steele

 

117,206,257

 

613,093

 

23,533

 

16,950,198

Sri Viswanath

 

117,757,309

 

60,534

 

25,040

 

16,950,198

 

Mark Carges, Elisa Steele and Sri Viswanath 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, 2020

 

For

 

Against

 

Abstain

133,641,039

 

1,038,846

 

113,196

 

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, 2020, 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

110,723,490

 

6,780,591

 

338,802

 

16,950,198

 

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: Advisory Vote on Frequency of Advisory Votes on Named Executive Officer Compensation

 

1 Year

 

2 Years

 

3 Years

 

Abstain

116,572,592

 

61,595

 

881,337

 

327,359

 

In accordance with the voting results, the Company’s board of directors (the “Board”) has determined to hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency vote on executive compensation.  A stockholder vote on the frequency of stockholder votes on executive compensation is required to be held at least once every six years.

 

ITEM 8.01.    OTHER EVENTS.

 

In connection with the previously announced retirement of directors Thomas Neustaetter and Godfrey Sullivan effective immediately following the Annual Meeting, the Board determined to reduce the number of authorized directors to nine (9), effective as of the conclusion of the Annual Meeting.

 

2

 

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 14, 2019

 

3