UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 328, 2022

PING IDENTITY HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39056	81-2933383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 17^th Street, Suite 100, Denver, CO		80202
(Address of principal executive offices)		(Zip Code)

(303)-468-2900

(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
Common Stock, $0.001 par value	PING	The 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 5.02 ~~Departure~~DEPARTURE ofOF ~~Directors~~DIRECTORS orOR ~~Certain~~CERTAIN ~~Officers~~OFFICERS; ~~Election~~ELECTION ofOF ~~Directors~~DIRECTORS; ~~Appointment~~APPOINTMENT ofOF ~~Certain~~CERTAIN ~~Officers~~OFFICERS; ~~Compensatory~~COMPENSATORY ~~Arrangements~~ARRANGEMENTS ofOF ~~Certain~~CERTAIN ~~Officers~~OFFICERS.

On ~~May~~ 3June 28, 2022, ~~the~~Bryan Kristian ~~Board~~Nagel ofinformed ~~Directors (the “Board”) of~~ Ping Identity Holding Corp. (the “Company”) ~~increased~~that ~~the~~he ~~size~~intends ofto ~~the~~resign ~~Board~~ from ~~ten~~his toposition ~~eleven directors and appointed Anil Arora and Vikram Verma~~ as ~~members~~Chief Operating Officer of the ~~Board.~~Company, ~~Messrs.~~effective ~~Arora and Verma will serve~~ as ~~Class III directors until the Company’s 2025 Annual Meeting~~ of ~~Shareholders and~~July 15, ~~until such time as their successors are duly elected and qualified~~2022, orto ~~until~~pursue ~~their~~other ~~earlier death~~opportunities, ~~resignation~~ orbut ~~removal.~~will ~~Messrs.~~remain ~~Arora~~with ~~and~~the ~~Verma~~Company ~~were~~in ~~also~~an ~~appointed~~advisory torole ~~serve~~through onSeptember 30, ~~the Compensation and Nominating Committee of the Board~~2022.

In connection with Messrs. Arora’s and Verma’s appointments, the Company will enter into its standard form of indemnification agreement with Messrs. Arora and Verma, the form of which was filed as Exhibit 10.8 to the Company’s Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on Form S-1 on August 23, 2019.SIGNATURES

~~Item~~Pursuant ~~5.07~~to ~~Submission~~the requirements of ~~Matters~~the Securities Exchange Act of 1934, the registrant has duly caused this report to abe ~~Vote~~signed ofon ~~Security~~its ~~Holders~~behalf by the undersigned hereunto duly authorized.

On May 3, 2022, the Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals considered at the Annual Meeting are described in the Company’s 2022 Proxy Statement and the related amendment filed with the SEC on March 21, 2022 and April 20, 2022, respectively. The final voting results for each of the proposals submitted to a vote of the shareholders are set forth below:

	PING IDENTITY HOLDING CORP.

Date: July 1, 2022	By:	/s/ Shalini Sharma
	Name:	Shalini Sharma
	Title:	Chief Legal Officer

1.       Election of Class III Directors:

Name	For	Withheld	Broker Non-Votes
John McCormack	55,607,293	6,350,207	7,490,428
Yancey Spruill	59,553,362	2,404,138	7,490,428

2.       The ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

For		Against		Abstain		Broker Non-Votes
69,352,298		38,141		57,489		N/A

3.       The approval, by an advisory vote, of the Company’s executive compensation (i.e., “say on pay proposal”):

For		Against		Abstain		Broker Non-Votes
52,602,055		5,950,107		3,405,338		7,490,428

4.       The approval of the Company’s 2022 Employee Stock Purchase Plan:

For		Against		Abstain		Broker Non-Votes
56,110,021		5,699,393		148,086		7,490,428

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.

	PING IDENTITY HOLDING CORP.
Date: May 6, 2022	By:	/s/ Shalini Sharma
	Name:	Shalini Sharma
	Title:	Chief Legal Officer

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