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 Officers

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 Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Story continues below

(b) Resignation of Director.

On September13, 2017, David Hornik informed the Board of Directors (the “Board”) of Splunk Inc. (the “Company”) of his retirement and tendered his resignation as a member of the Board of the Company and all committees thereof of which he was a member, effective immediately. Mr.Hornik’s decision was based on personal reasons and was not due to a disagreement with the Company. In connection with Mr.Hornik’s resignation from the Board and the two new director appointments described below, the Board increased the size of the Board from nine to ten directors, effective immediately.

(d) Appointment of New Director.

On September13, 2017, the Board appointed Sara Baack and Elisa Steele to serve as members of the Board. The Board appointed Ms.Baack to the Nominating and Corporate Governance Committee of the Board and appointed Ms.Steele to the Compensation Committee of the Board. All such appointments were effective immediately. Ms.Baack will serve in the class of directors whose term expires at the Annual Meeting of Stockholders to be held in 2018. Ms.Steele will serve in the class of directors whose term expires at the Annual Meeting of Stockholders to be held in 2019.

There are no arrangements or understandings between either Ms.Baack or Ms.Steele and any other persons to which they were elected as a director. We have a customer and a vendor relationship with Equinix,Inc., where Ms.Baack serves as Chief Marketing Officer, that we consider arms-length on terms that are consistent with similar transactions with our other similarly situated customers and vendors. In fiscal 2017, we recognized approximately $0.2 million in revenue and recorded approximately $1.4 million in expense from Equinix,Inc. The Board has determined that Ms.Baack did not and does not have any direct or indirect material interest in such transactions. Ms.Steele has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K.

In accordance with the Company’s standard compensatory arrangement for non-employee directors, each of Mses. Baack and Steele will receive $50,000 per year in cash compensation for her service as a member of the Board, and each was granted a restricted stock unit award having a value of $350,000 on the date of grant, which award will vest as to one-third (1/3) of the shares on each of the first three anniversaries of the grant date, and a restricted stock unit award having a value of $187,500 on the date of grant, which award will vest in full on the day prior to the Annual Meeting of Stockholders to be held in 2018, subject to continued service as a member of the Board through such vesting dates. Ms.Baack will receive $5,000 per year in cash compensation for her services as a member of the Nominating and Corporate Governance Committee, and Ms.Steele will receive $10,000 per year in cash compensation for her services as a member of Compensation Committee. The Company has entered into its standard form of indemnification agreement with each of Mses. Baack and Steele.

A copy of the press release announcing the appointments of Mses. Baack and Steele is filed as Exhibit99.1 to this Current Report on Form8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press release issued by Splunk Inc. dated September13, 2017.


SPLUNK INC Exhibit
EX-99.1 2 a17-21977_1ex99d1.htm EX-99.1 Exhibit 99.1     P R E S S   R E L E A S E   Splunk Announces Appointment of Sara Baack and Elisa Steele to its Board of Directors   David Hornik Retires After 13 Years of Board Service   SAN FRANCISCO — September 13,…
To view the full exhibit click here

About Splunk Inc. (NASDAQ:SPLK)

Splunk Inc. is a provider of software solutions. The Company’s offerings enable users to collect, index, search, explore, monitor and analyze data. It operates through the development and marketing of software solutions segment, which enables its customers to gain real-time operational intelligence by harnessing the value of their data. The Company’s offerings address diverse data sets that are referred to as big data and are specifically used for machine-generated data. Machine data is produced by various software application and electronic device in an organization and contains a definitive, time-stamped record of various activities, such as transactions, customer and user activities and security threats. The Company’s products help users in various roles, including information technology (IT), security and business professionals, to analyze their machine data and achieve real-time visibility into and intelligence about their organization’s operations.

Splunk Inc. (NASDAQ:SPLK) Recent Trading Information

Splunk Inc. (NASDAQ:SPLK) closed its last trading session down -0.60 at 67.38 with 1,647,186 shares trading hands.

An ad to help with our costs