Splunk Inc. (NASDAQ:SPLK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As a result of the decision of Amy Chang not to stand for re-election to the Board of Directors (the “Board”) of Splunk Inc. (the “Company”) at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”), the Board on April 7, 2017 determined to move one of the directors from Class III (with a term expiring at the 2018 annual meeting of stockholders) to Class II (with a term expiring at the 2017 annual meeting of stockholders) to achieve a more equal balance of membership among the classes of directors. Accordingly, on April 7, 2017, Stephen Newberry agreed to resign as a Class III director and was immediately appointed to the Board as a Class II director. Mr. Newberry continues to serve on the Company’s Compensation Committee. The resignation and reappointment of Mr. Newberry was effected solely to rebalance the Board classes, and for all other purposes, including vesting and other compensation matters, Mr. Newberry’s service on the Board is deemed to have continued uninterrupted. In connection with Ms. Chang’s decision not to stand for re-election, the Board also determined to reduce the number of authorized directors to nine (9), effective as of the date of the 2017 Annual Meeting.
