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): ~~November~~December 3019, 2023 ~~(November 29, 2023)~~

Splunk Inc.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware	001-35498	86-1106510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

~~270~~250 Brannan Street

San Francisco, California 94107

(Address of principal executive offices)

270 ~~(415)~~Brannan ~~848-8400~~Street

~~(Registrant’s~~San ~~telephone number~~Francisco, ~~including area~~California ~~code)~~94107

(Former name or former address, if changed since last report.)

Registrant’s telephone number: (415) 848-8400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SPLK		The Nasdaq Stock Market LLC

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SPLK		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~November~~previously 29disclosed, ~~2023~~on September 20, 2023, Splunk Inc., ~~a Delaware corporation~~ (the “Company” ~~or "Splunk"~~) ~~held~~entered ainto ~~special~~an ~~meeting of stockholders (the "Special Meeting") to consider certain proposals related to the~~ Agreement and Plan of Merger (the "“Merger Agreement"”)~~, dated as of September 20, 2023,~~ by and among the Company, Cisco Systems, Inc., a Delaware corporation (“~~Cisco” or “~~Parent”), and Spirit Merger Corp., a Delaware ~~corporation~~ corporation and wholly owned subsidiary of Parent (“Merger Sub”),. ~~pursuant~~Pursuant to ~~which~~the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly -owned subsidiary of Parent.

AsCFO ofRetention October 23, 2023, the record date for the Special Meeting, there were 168,536,732 shares of Splunk common stock, par value $0.001 per share ("Common Stock"), outstanding, each of which was entitled to one (1) vote for each proposal at the Special Meeting. At the Special Meeting, a total of 129,001,191 shares of Common Stock, representing approximately 76.54% of the outstanding shares issued and outstanding and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.Bonus

AtOn December 19, 2023, the ~~Special~~Talent and ~~Meeting~~Compensation Committee (“Compensation Committee”) of the ~~following~~Board ~~proposals~~of ~~were~~Directors ~~considered:~~of the Company approved a cash retention bonus of $4,000,000 (the “Retention Bonus”) for Brian Roberts, the Senior Vice President and Chief Financial Officer of the Company, and, as of the same date, entered into a bonus agreement with Mr. Roberts (the “Retention Bonus Agreement”).

The Retention Bonus Agreement provides that Mr. Roberts will receive the Retention Bonus, and the Company will deposit the after-tax portion of the Retention Bonus in accordance with the terms of the Section 280G Acknowledgement (1as defined and discussed below) on or within one week following December 19, 2023. The Retention Bonus Agreement provides that the ~~proposal~~net after-tax amount of the Retention Bonus will be subject to ~~adopt~~forfeiture in the ~~Merger~~event that Mr. Roberts’ employment with the Company and its subsidiaries terminates prior to the second anniversary of the date on which the Retention Bonus is paid. Subject to Mr. Roberts’ execution of a release of claims in favor of the Company and its subsidiaries, the Retention Bonus Agreement; further provides for the lapse of the forfeiture obligation in the event that Mr. Roberts’ employment or service with the Company and its subsidiaries terminates in a manner that would give rise to severance benefits under Section 7 of the Employment Offer Letter between the Company and Mr. Roberts, dated as of January 11, 2023, which is filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023.

~~(2)~~The ~~the~~description ~~proposal~~of tothe ~~approve~~Retention Bonus onAgreement andoes ~~advisory~~not ~~(non-binding)~~purport ~~basis,~~to ~~the~~be ~~compensation~~complete ~~that~~and ~~may~~is bequalified ~~paid~~in orits ~~become~~entirety ~~payable~~by reference to the ~~Company’s~~full ~~named~~text ~~executive~~of ~~officers~~the ~~that~~Retention Bonus Agreement, a copy of which is ~~based~~to onbe orfiled ~~otherwise~~as ~~related~~an exhibit to the ~~Merger~~Company’s ~~Agreement~~Annual ~~and~~Report ~~the~~on ~~transactions~~Form ~~contemplated~~10-K byfor the ~~Merger~~fiscal ~~Agreement;~~year ~~and~~ended January 31, 2024.

~~(3)~~Compensatory ~~the~~Arrangements of ~~proposal~~Certain ~~to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.~~Officers

~~The~~In ~~proposals~~connection ~~were~~with ~~approved~~certain consequences byof the ~~requisite~~Merger, ~~vote~~certain employees of the Company's (including the named executive officers and other executive officers) may ~~stockholders.~~become ~~The~~entitled ~~final~~to ~~voting~~payments ~~results~~and ~~for~~benefits ~~each~~that ~~proposal~~may ~~are~~be ~~described~~treated ~~below~~as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G” and the “Code”, respectively). To ~~For~~mitigate ~~more~~the ~~information~~potential impact of Section 280G and Section 4999 of the Code on the Company and its named executive officers, among others, the Compensation Committee on December 19, 2023, approved the acceleration into December 2023 of the vesting and payments of certain annual cash incentive bonuses and equity awards, and other compensation, as applicable, that otherwise would have been payable to each of ~~these~~Gary Steele, ~~proposals~~Brian Roberts, ~~see~~and Scott Morgan (collectively, the “Executives”) on or prior to the closing of the Merger, ~~Company's~~as ~~definitive~~described ~~proxy~~further ~~statement~~below, subject to execution by each of the Executives of a 280G Mitigation Acknowledgement (“~~Proxy~~280G ~~Statement~~Acknowledgement”). These ~~filed~~actions ~~with~~are intended to benefit the ~~U.S.~~Company ~~Securities~~by preserving compensation-related corporate income tax deductions for the Company that otherwise might be disallowed through the operation of Section 280G and ~~Exchange~~to ~~Commission~~mitigate (or eliminate the ~~“SEC”)~~amount of excise tax that may be onpayable ~~October~~by ~~30,~~the ~~2023~~Executives pursuant to Section 4999 of the Code in connection with Section 280G in certain circumstances.

1.In ~~The~~approving ~~Company’s~~the ~~stockholders~~accelerated vesting ~~voted~~and onpayments of certain annual cash incentive bonuses, equity awards and other compensation, the Compensation Committee considered, among other things, the projected value of the compensation-related corporate income tax deductions that otherwise might be lost as a result ~~proposal~~of the effect of Section 280G and the benefits to ~~adopt~~the Company of reducing the ~~Merger~~ ~~Agreement:~~potential tax burden on the Executives.

Votes For		Votes Against		Abstentions
128,665,410		220,518		115,263

The approved accelerated vesting and payments took one or more of the following forms, to the extent applicable to each Executive as outlined here: (a) accelerated vesting and payment of an annual cash incentive bonus for fiscal year 2024 at the target level of performance that would be paid to each applicable Executive in the ordinary course, less any mid-year annual cash incentive bonuses previously paid to the applicable Executive (the “Accelerated Annual Bonus”); (b) accelerated vesting and settlement of (i) all outstanding time-based restricted stock units held by each Executive (the “Accelerated RSUs”), (ii) all outstanding and earned performance-based restricted stock units granted in fiscal years 2021 and 2022 of the Company that were subject only to time-based vesting for each Executive who holds such awards (the “Accelerated FY21-22 PSUs”), (iii) the second tranche of the performance-based restricted stock units that were granted in fiscal year 2023 of the Company at the target level of performance, which would have been eligible to vest in the ordinary course of business on March 10, 2024, for each Executive who holds such awards (the “Accelerated FY23 Tranche 2 PSUs”), (iv) the first tranche of the performance-based restricted stock units that were granted in fiscal year 2024 of the Company at the target level of performance, which would have been eligible to vest in the ordinary course of business on March 10, 2025, for each Executive other than Mr. Roberts (the “Accelerated FY24 Tranche 1 PSUs”), and (v) the first and the second tranche of the performance-based restricted stock units that were granted in fiscal year 2024 of the Company, which would have been eligible to vest in the ordinary course of business on March 10, 2024 and March 10, 2025, respectively, for Mr. Roberts (the “Accelerated FY24 Tranche 1 and 2 PSUs”); and (c) for Mr. Roberts, the accelerated vesting and payment of the Retention Bonus (collectively, the “Accelerated Amounts”). All Accelerated Amounts will be reduced by applicable tax withholdings and are subject to the terms and conditions of the 280G Acknowledgement.

~~2. The Company’s stockholders voted on a proposal to approve~~Specifically, on ~~an advisory (non-binding) basis,~~ the ~~compensation that may be paid or become payable to the Company's named executive officers that~~Compensation isCommittee ~~based~~approved onfor oreach ~~otherwise~~Executive ~~related to~~ the ~~Merger~~following ~~Agreement~~accelerated vesting and ~~the transactions contemplated by the Merger Agreement~~payments:

Votes For		Votes Against		Abstentions
111,463,510		17,011,743		525,938

●

For Mr. Steele, a total of $570,600 and 205,285 shares, consisting of: (a) an Accelerated Annual Bonus in the amount of $570,600; (b) 122,852 Accelerated RSUs; (c) 48,017 Accelerated FY23 Tranche 2 PSUs; and (d) 34,416 Accelerated FY24 Tranche 1 PSUs.

3● For Mr. ~~The~~Roberts, ~~Company’s~~a ~~stockholders~~total ~~voted~~of on$4,291,640 and 147,512 shares, consisting of: (a) ~~proposal~~an toAccelerated ~~adjourn~~ Annual Bonus in the ~~Special~~amount ~~Meeting~~of $291,640; if(b) ~~necessary~~the orRetention ~~appropriate,~~Bonus; to(c) ~~solicit~~59,802 ~~additional~~Accelerated ~~proxies~~RSUs; ifand ~~there~~(d) ~~are~~87,710 ~~insufficient~~Accelerated ~~votes~~FY24 toTranche ~~adopt~~1 ~~the~~and ~~Merger~~2 ~~Agreement:~~PSUs.

Votes For		Votes Against		Abstentions
121,965,825		6,752,572		282,794

●

For Mr. Morgan, a total of $213,024 and 52,365 shares, consisting of: (a) an Accelerated Annual Bonus in the amount of $213,024; (b) 28,367 Accelerated RSUs; (c) 4,926 Accelerated FY21-22 PSUs; (d) 10,223 Accelerated FY23 Tranche 2 PSUs; and (e) 8,849 Accelerated FY24 Tranche 1 PSUs.

~~Pursuant~~In toconnection ~~the~~with ~~terms of~~ the ~~Merger Agreement, the completion of the~~accelerated ~~Merger~~vesting ~~remains~~and ~~subject~~payments todescribed ~~various conditions~~above, ~~including~~on ~~(1)~~December ~~the absence of an order~~19, ~~injunction or law prohibiting the Merger~~2023, ~~(2)~~ the ~~approval~~ ofCompany ~~the Merger under certain applicable antitrust~~ and ~~foreign~~each ~~investment~~Executive ~~regimes,~~executed ~~(3)~~a ~~the~~280G ~~accuracy~~Acknowledgement ofproviding that the ~~other~~Company ~~party's~~will ~~representations and~~deposit ~~warranties,~~the ~~subject~~after-tax toportion ~~certain~~of ~~standards set forth in~~ the ~~Merger~~Accelerated ~~Agreement,~~Amounts ~~(4)~~with ~~compliance~~an inescrow ~~all~~agent ~~material~~and ~~respects~~ with ~~the~~such ~~other party'~~Executive’s ~~obligations under the Merger Agreement and (5) no Company Material Adverse Effect (as defined in the Merger Agreement) having~~after-tax ~~occurred~~portion ~~since the date~~ of the ~~Merger~~Accelerated ~~Agreement.~~Amounts Assubject ofto ~~the~~certain ~~date~~release ofand ~~this~~forfeiture ~~Current Report on Form 8-K~~conditions, ~~the~~as ~~Company~~described ~~continues to expect to complete the Merger by the end of the third calendar quarter of 2024~~below.

~~Cautionary~~The ~~Note~~280G ~~Regarding~~Acknowledgement ~~Forward~~provides that the after-~~Looking~~tax ~~Statements~~portion of the Accelerated Amounts will be released to the applicable Executive on or as soon as administratively practicable following the date(s) on which the applicable portion of the amounts would have vested and been paid to the Executive in accordance with the terms applicable to the Accelerated Amounts absent the mitigation actions described herein. Accordingly, the 280G Acknowledgement further provides that if an Executive’s employment with the Company and its subsidiaries terminates prior to the date on which the applicable portion of the Accelerated Payments would have vested and been paid to the Executive and such termination of employment would have otherwise resulted in the accelerated vesting of the applicable portion of the Accelerated Payments in accordance with the terms applicable to such Accelerated Payments prior to the mitigation actions described herein, then the Accelerated Payments will be released to the Executive. In the event that such termination of employment would not have otherwise resulted in the accelerated vesting of the applicable portion of the Accelerated Payments in accordance with the terms applicable to such Accelerated Payments prior to the mitigation actions described herein, then the Accelerated Payments will be forfeited by the Executive and released to the Company.

~~This~~The ~~communication~~description ~~contains “forward-looking statements” within the meaning~~ of the ~~federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of~~280G ~~the~~Acknowledgement ~~Securities~~does Exchange Act of 1934, as amended. These forward-looking statements are based on Splunk’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Splunk and Parent, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not ~~guarantees~~purport ~~of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure~~ to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be ~~important~~complete ~~factors that could cause actual results to differ materially from those indicated in such statements~~ and, ~~therefore,~~is ~~you~~qualified ~~should not place undue reliance on any such statements and caution must be exercised~~ in ~~relying~~its onentirety ~~forward-looking~~by ~~statements.~~reference ~~Important risk factors that may cause such a difference include, but are not limited~~ to: ~~(i)~~ the ~~completion~~full oftext the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of ~~Splunk’s business and other conditions to~~ the ~~completion~~Form of ~~the transaction; (ii) the impact~~Section of280G ~~the~~Mitigation COVID-19 pandemic on Splunk’s business and general economic conditions; (iii) Splunk’s ability to implement its business strategy; (iv) significant transaction costs associated with the proposed transaction; (v) potential litigation relating to the proposed transaction; (vi) the risk that disruptions from the proposed transaction will harm Splunk’s businessAcknowledgement, ~~including~~a ~~current~~copy ~~plans and operations; (vii) the ability~~ of Splunk to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments affecting Splunk’s business, including current plans and operations; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which ~~Splunk~~is ~~operates;~~filed (xii) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Splunk’s financial performance; (xiii) restrictions during the pendency of the proposed transaction that may impact Splunk’s ability to pursue certain business opportunities or strategic transactions; and (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as ~~well~~Exhibit as Splunk’s response to any of the aforementioned factors and (xv) such other risks and uncertainties described more fully in documents filed with or furnished to the SEC by Splunk, including its Annual Report on Form 10~~-K previously filed with the SEC on March 23, 2023 and subsequent Quarterly Reports on Form 10-Q~~.1 ~~These~~herewith ~~risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement filed with the U.S. Securities~~ and ~~Exchange Commission in connection with the proposed transaction. While the list of factors presented here~~ is, ~~and~~incorporated the list of factors presented in the Proxy Statement is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Splunk’s financial condition, results of operations, or liquidity. Splunk does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by ~~securities~~reference ~~and other applicable laws~~herein.

Following the accelerated vesting and payments detailed above, the Company expects to record an expense related to the modification of stock-based compensation arrangements in its fiscal fourth quarter.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit

10.1		Form of Section 280G Mitigation Acknowledgement

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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.

Date: ~~November~~December 3021, 2023

	Splunk Inc.

	By:	/s/ Brian Roberts
	Name:	Brian Roberts
	Title:	Senior Vice President and Chief Financial Officer

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