Policies and Procedures for Stockholder Communications to Independent Directors


(as amended December 11, 2019)


The Board of Directors believes that management speaks for the Company. Individual Board members may, from time to time, communicate with various constituencies that are involved with the Company, but it is expected that Board members would do this with knowledge of management and, in most instances, only at the request of management.

In cases where stockholders wish to communicate directly with our non-management directors, messages can be sent to our Secretary at Splunk Inc., 270 Brannan Street, San Francisco, CA 94107, Attn: Secretary or Legal Department. Our Secretary or Legal Department shall review all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of the Board or, if none is specified, to the Chairman of the Board.

Our Secretary or Legal Department may decide in the exercise of its judgment whether a response to any stockholder communication is necessary and shall provide a report to the Nominating and Governance Committee on a quarterly basis of any stockholder communications received for which the Secretary or Legal Department has responded.

This procedure for stockholder communications with the non-management directors is administered by the Company's Nominating and Corporate Governance Committee. This procedure does not apply to (a) communications to non-management directors from officers or directors of the Company who are stockholders, or (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended.

Please note: Requests for investor relations materials should be made to Splunk Inc., 270 Brannan Street, San Francisco, CA 94107, Attn: Investor Relations.

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