UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 8 24, 2023

ForgeRock, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________

Delaware

001-40787

33-1223363

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


201 Mission St. Suite 2900
San Francisco, CA						94105
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (415) 599-1100

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule ~~14a12~~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

Class A common stock, $0.001 par value per share

FORG

New York Stock Exchange

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 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On May 8 24, 2023, ForgeRock, Inc. (the “~~ForgeRock~~Company”) ~~issued~~held aits ~~press~~2023 ~~release~~annual ~~announcing~~meeting ~~its~~of ~~financial~~stockholders ~~results~~(the “Annual Meeting”). Holders of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the ~~quarter~~close ~~ended~~of ~~March 31~~business on April 3, 2023 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.001 Aper ~~copy~~share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the ~~press~~close ~~release~~of isbusiness ~~attached~~on the Record Date. The Class A Common Stock and Class B Common Stock voted as ~~Exhibit~~a 99single class on all matters.1 At the Annual Meeting, 63,819,952 shares of Class A Common Stock and Class B Common Stock representing 404,417,204 votes, or 96.58% of the total voting power of shares entitled to ~~this~~vote ~~current~~at ~~report~~the Annual Meeting, were present virtually or represented by proxy and voted on ~~Form~~the ~~8-K~~following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and isExchange ~~incorporated~~Commission byon ~~reference~~April ~~herein~~12, 2023. The voting results for each of the proposals considered at the Annual Meeting are provided below.

~~Item~~Proposal 71.01 ~~Regulation~~Election FDof ~~Disclosure.~~Directors

~~ForgeRock~~The ~~announces~~stockholders ~~material~~elected ~~information~~each toof the ~~public~~following ~~about~~nominees ~~ForgeRock,~~as ~~its~~Class ~~products~~II ~~and~~directors ~~services,~~to ~~and~~serve ~~other~~on ~~matters~~the ~~through~~Company’s aboard ~~variety~~ of ~~means,~~directors ~~including~~until ~~filings with~~ the ~~Securities~~Company’s ~~and~~2026 ~~Exchange~~annual ~~Commission,~~meeting ~~press~~of ~~releases,~~stockholders ~~public~~or ~~conference~~until ~~calls,~~their ~~webcasts,~~respective ~~the~~successors ~~investor~~are ~~relations~~duly ~~section~~elected ~~of its website (investors.forgerock.com), its blog (www.forgerock.com/blog)~~ and ~~its~~qualified ~~Twitter~~or ~~account~~until ~~(@ForgeRock)~~their inearlier ~~order to achieve broad~~death, ~~non-exclusionary~~resignation ~~distribution~~or ~~of information to the public and for complying with its disclosure obligations under Regulation FD~~removal.

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Name	For	Withheld	Broker Non-Votes
Bruce Golden	396,659,875	662,127	7,095,202
Arun Mathew	389,132,136	8,189,866	7,095,202
Alexander Ott	396,939,281	382,721	7,095,202
Maria Walker	397,028,605	293,397	7,095,202

~~Item 9~~Proposal 2.01 ~~Financial~~Ratification ~~Statements~~of ~~and~~the ~~Exhibits.~~Appointment of Independent Registered Public Accounting Firm

~~(d)~~The ~~Exhibits~~stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

Exhibit No.	Description
For		Against	Abstentions	Broker Non-Votes
99.1	Press Release issued by ForgeRock, Inc. dated May 8, 2023.
403,854,362		538,282	24,560	—
104	Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

Proposal 3. Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of the Company's Named Executive Officers

The stockholders determined to vote every "1 Year" on the advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers.


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
311,706,237	26,644	35,353	85,553,768	—

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.

			ForgeRock, Inc.
Date:	May 826, 2023	By:	/s/ ~~John~~Samuel ~~Fernandez~~J. Fleischmann
			John Fernandez
			Samuel J. Fleischmann
			Chief Financial Officer and Executive Vice President of Global Operations
			Chief Legal Officer

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