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 10, 2014

 


 

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.)

 

250 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))

 

 

 



 

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 10, 2014.  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

 

Withheld

 

Broker Non-Vote

 

John G. Connors

 

97,314,647

 

1,050,311

 

11,547,640

 

Patricia B. Morrison

 

96,468,397

 

1,896,561

 

11,547,640

 

Nicholas G. Sturiale

 

91,894,268

 

6,470,690

 

11,547,640

 

 

John G. Connors, Patricia B. Morrison and Nicholas G. Sturiale were duly elected as Class II directors.

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

 

For

 

Against

 

Abstain

 

108,620,064

 

430,868

 

861,666

 

 

The Company’s stockholders approved PricewaterhouseCoopers LLP, independent registered public accountants, to audit the Company’s financial statements for the year ending January 31, 2015, as disclosed in the proxy statement relating to the Annual Meeting.

 

Proposal 3: Advisory Vote to Approve Executive Compensation

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

38,142,293

 

56,733,060

 

3,489,605

 

11,547,640

 

 

The Company’s stockholders did not approve 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.

 

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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/ David F. Conte

 

 

David F. Conte

 

 

Senior Vice President and Chief Financial Officer

 

Date: June 13, 2014

 

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