UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of

OFThe ~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~March~~May 710, 2023

___________________

Sumo Logic, Inc.

(Exact name of registrant as specified in its charter)

___________________

Delaware	001-39502	27-2234444
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	001-39502	27-2234444
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification Number)
	305 Main Street Redwood City, California 94063
	(Address of principal executive offices, including zip code)
	(650) 810-8700
	(Registrant's telephone number, including area code)
	Not Applicable
	(Former name or former address, if changed since last report)

855 Main Street, Suite 100

~~___________________~~Redwood City, California 94063

(Address of principal executive offices, including zip code)

(650) 810-8700

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐	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(s)	Name of each exchange on which registered	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
Common stock, par value $0.0001 per share			SUMO	The Nasdaq Stock Market LLC(Nasdaq Global Select Market)
Common Stock, par value $0.0001 per share	SUMO	NASDAQ (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~March~~February 79, 2023, Sumo Logic, Inc. ~~issued~~(“Sumo aLogic”) ~~press~~announced ~~release announcing~~ its ~~financial~~entry ~~results~~into ~~for~~an ~~its~~Agreement ~~fourth~~and ~~quarter~~Plan ~~ended~~of ~~January 31~~Merger, ~~2023. A~~dated ~~copy~~as of February 9, 2023 (the ~~press~~“Merger ~~release~~Agreement”), between isSerrano ~~furnished~~Parent, ~~herewith~~LLC as(“Parent”), ~~Exhibit~~Serrano 99Merger Sub, Inc.1 (“Merger Sub”) and isSumo ~~incorporated~~Logic. ~~herein~~The byMerger ~~reference~~Agreement provides for Merger Sub to be merged with and into Sumo Logic, with Sumo Logic surviving as a wholly owned subsidiary of Parent (the “Merger”).

~~The~~In ~~information~~connection ~~contained~~with ~~in Item 2.02 of this current report on Form 8-K and in Exhibit 99.1 attached hereto are "furnished" and shall not be deemed "filed" for purposes of Section 18 of~~ the ~~Securities Exchange Act of 1934~~Merger, asSumo ~~amended~~Logic ~~(the~~held ~~"Exchange~~a ~~Act"),~~special ormeeting ~~otherwise subject to the liabilities~~ of ~~that~~stockholders ~~section,~~on ~~and~~May ~~shall not be incorporated by reference in any filing under the Securities Act of 1933~~10, ~~as amended~~2023, orat ~~the~~10:00 ~~Exchange Act regardless of any general incorporation language in such filing~~a.m., ~~unless~~Pacific ~~expressly~~time ~~incorporated~~(the by“Special ~~specific reference in such filing~~Meeting”).

As of April 3, 2023, the record date for the Special Meeting (the “Record Date”), there were issued and outstanding 124,088,187 shares of Sumo Logic’s common stock, par value $0.0001 per share (the “Common Shares”), each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, the holders of 84,575,488 Common Shares were present in person or represented by proxy.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in Sumo Logic’s definitive proxy statement, dated April 5, 2023 as amended and supplemented by an amendment dated May 1, 2023, filed by Sumo Logic with the Securities and Exchange Commission (the “Proxy Statement”).

In light of the approval of Proposal 1, Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

	Exhibit No.		Description
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

99.1 Press Release dated March 7, 2023

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	SUMO LOGIC, INC.		~~SUMO LOGIC, INC.~~
Date: March 7, 2023			By:	/s/ Stewart Grierson
Date: May 10, 2023	By:	/s/ Katherine Haar
			Name:	Stewart Grierson
			Title:	Chief Financial Officer
				(Principal Financial Officer)

		Name:	Katherine Haar
		Title:	General Counsel

Proposal 1: To adopt the Merger Agreement and approve the Merger.

Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Sumo Logic to its named executive officers in connection with the Merger.

Proposal 2 was approved.

Filing Compare · Sumo Logic, Inc.