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

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): November 30, 2023 (November 29, 2023)

Date of Report (Date of earliest event reported)

November 28, 2023

____________________________________________________

Splunk Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35498

86-1106510

~~001-35498~~

~~86-1106510~~

(State or other jurisdiction ofincorporation)

(Commission File Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

270 Brannan Street

San Francisco, California 94107

(Address of principal executive offices~~, including zip code~~)

(415) 848-8400

(Registrant’s telephone number, including area code)

~~____________________________________________________~~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:

~~Check~~¨ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

☐¨ ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~ 14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

☐¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~ 14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

☐¨ Pre-commencement communications pursuant to Rule ~~14d~~ 13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

☐ 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

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

Common Stock, par value $0.001 per share

SPLK

The Nasdaq Stock Market LLC

~~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~~Growth ~~company~~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. o¨

Item 25.~~02 Results~~07 Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On November 28 29, 2023, Splunk Inc., a Delaware corporation (the "“Company” or "Splunk") ~~issued~~held a ~~press~~special ~~release~~meeting ~~that~~of ~~included~~stockholders ~~preliminary~~(the ~~unaudited~~"Special ~~financial~~Meeting") ~~information~~to ~~for~~consider certain proposals related to the ~~fiscal~~Agreement ~~third~~and ~~quarter~~Plan ~~ended~~of ~~October~~Merger 31(the "Merger Agreement"), dated as of September 20, 2023., Aby ~~copy~~and ofamong the ~~related~~Company, ~~press~~Cisco Systems, Inc., ~~release~~a isDelaware ~~attached~~corporation ~~hereto~~(“Cisco” asor ~~Exhibit~~“Parent”), 99and Spirit Merger Corp.1, a Delaware corporation and iswholly ~~incorporated~~owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into ~~this~~the ~~Item~~Company ~~2.02~~(the “Merger”), bywith ~~reference.~~the Company surviving the Merger as a wholly owned subsidiary of Parent.

~~Item~~As 7of October 23, 2023, the record date for the Special Meeting, there were 168,536,732 shares of Splunk common stock, par value $0.~~01 Regulation~~001 FDper ~~Disclosure~~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.

~~The~~At ~~Company also posted supplemental material dated November 28, 2023, on~~ the ~~“Events~~Special ~~and~~Meeting ~~Presentations” section of its website (http://investors.splunk.com). The Company webcasts earnings calls and certain events it participates in or hosts with members of~~ the ~~investment~~following ~~community~~proposals onwere ~~its investor relations website (http~~considered://investors.splunk.com). Additionally, it provides notifications of news or announcements regarding its financial performance, including SEC filings, investor events, press and earnings releases, as part of its investor relations website. It uses its investor relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. The contents of this website are not intended to be incorporated by reference into this report or in any other report or document the Company files.

~~The information under Item 2.02 and Item 7.01, including the financial information for the fiscal third quarter ended October 31, 2023 in the press release attached hereto as Exhibit 99.~~(1,) ~~is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~proposal ~~Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~adopt ~~liabilities of that section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities~~Merger ~~Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.~~Agreement;

~~Item~~(2) ~~9.01 Financial~~the ~~Statements~~proposal to approve on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the Merger Agreement and ~~Exhibits.~~the transactions contemplated by the Merger Agreement; and

(d3) ~~Exhibits~~ the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement.

ExhibitNumber						Description
99.1*						Press release issued by Splunk Inc. dated November 28, 2023.
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

The proposals were approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the Company's definitive proxy statement (“Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2023.

*Furnished1. ~~herewith~~The Company’s stockholders voted on a proposal to adopt the Merger Agreement:

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

2. The Company’s stockholders voted on a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement:

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

3. The Company’s stockholders voted on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement:

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

Pursuant to the terms of the Merger Agreement, the completion of the Merger remains subject to various conditions, including (1) the absence of an order, injunction or law prohibiting the Merger, (2) the approval of the Merger under certain applicable antitrust and foreign investment regimes, (3) the accuracy of the other party's representations and warranties, subject to certain standards set forth in the Merger Agreement, (4) compliance in all material respects with the other party's obligations under the Merger Agreement and (5) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement. As of the date of this Current Report on Form 8-K, the Company continues to expect to complete the Merger by the end of the third calendar quarter of 2024.

Cautionary Note Regarding Forward-Looking Statements

This communication 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 the Securities 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 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 factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of 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 of the transaction; (ii) the impact of the 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 business, including current 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 operates; (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 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. These 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 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 and other applicable laws.

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 28, 2023
		SPLUNK INC.
	By:	/s/ Brian Roberts
		Brian Roberts
		Senior Vice President and Chief Financial Officer

Date: November 30, 2023

3Splunk Inc. By: /s/ Brian Roberts Name: Brian Roberts Title: Senior Vice President and Chief Financial Officer

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