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 5.03 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October4, 2017, Splunk Inc. (the “Company”) announced that Susan St. Ledger has been promoted to President, Worldwide Field Operations, effective as of October1, 2017.
In connection with her promotion, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) approved revised compensation arrangements for Ms.St. Ledger as set forth in a promotion letter with Ms.St. Ledger (the “Promotion Letter”). The Promotion Letter provides that effective October1, 2017 (the “Effective Date”), Ms.St. Ledger’s annual base salary will be $440,000. Ms.St. Ledger’s target annual bonus percentage remains unchanged. In addition, the Compensation Committee approved the grant of 94,000 restricted stock units (“RSUs”), which will be subject to time-based vesting. The award will be subject to the terms and conditions of the Company’s 2012 Equity Incentive Plan and applicable award agreement.
Ms.St. Ledger’s biographical information is included in the Company’s proxy statement for its 2017 annual meeting of stockholders. There is no arrangement or understanding between Ms.St. Ledger and any other persons to which Ms.St. Ledger was appointed as President, Worldwide Field Operations. There are no family relationships between Ms.St. Ledger and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K.
A copy of the press release announcing the promotion of Ms.St. Ledger is filed as Exhibit99.1 to this Current Report on Form8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October2, 2017, the Board approved amendments to the Amended and Restated Bylaws (the “Bylaws”) of the Company to clarify the duties and responsibilities of the Company’s officers, in particular with respect to the chief executive officer and president(s)of the Company.
The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit3.1 to this report and incorporated by reference.
Item 5.03 Financial Statements and Exhibits.