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Washington, DC 20549








Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)


June 11, 2020




Splunk Inc.

(Exact name of registrant as specified in its charter)




Delaware 001-35498 86-1106510

(State or other jurisdiction

of incorporation)


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. ¨








Splunk Inc. (the “Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) on June 11, 2020. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.


Proposal 1: Election of Class II Directors


Name of Director   For     Against     Abstain     Broker Non-Votes  
John Connors     122,995,191       3,451,427       46,067       14,077,405  
Patricia Morrison     124,988,942       1,458,769       44,974       14,077,405  
Stephen Newberry     124,611,508       1,833,110       48,067       14,077,405  


John Connors, Patricia Morrison and Stephen Newberry were duly elected as Class II directors.


Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2021


For   Against     Abstain  
139,858,706     658,144       53,240  


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, 2021, 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  
110,659,097     15,738,924       94,664       14,077,405  


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.







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 12, 2020