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

August 16, 2023

Date of Report (Date of earliest event reported)

______________________________

New Relic, Inc.

(Exact name of registrant as specified in its charter)

______________________________

Delaware

001-36766

26-2017431

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

188 Spear Street, Suite 1000

San Francisco, California 94105

(Address of principal executive offices, including zip code)

(650) 777-7600

(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 obligations 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	NEWR	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 5.07 Submission of Matters to a Vote of Security Holders.

On August 16, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”) via a live audio webcast. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s proxy statement. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

Proposal 1. Stockholders elected each of the ten nominees for director. The newly elected directors will serve until the Company’s 2024 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Susan D. Arthur	53,923,370	993,669	3,378,451
Phalachandra Bhat	52,632,098	2,284,941	3,378,451
Lewis Cirne	51,010,660	3,906,379	3,378,451
Hope Cochran	52,099,006	2,818,033	3,378,451
Anne DelSanto	50,264,413	4,652,626	3,378,451
Kevin Galligan	52,629,340	2,287,699	3,378,451
David Henshall	49,235,937	5,681,102	3,378,451
Radhakrishnan Mahendran	49,203,328	5,713,711	3,378,451
Takeshi Numoto	45,891,157	9,025,882	3,378,451
William Staples	52,618,585	2,298,454	3,378,451

Proposal 2. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the proxy statement. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
32,709,886	21,514,445	692,708	3,378,451

Proposal 3. Stockholders ratified the selection by the Audit Committee of the Board of Directors of the Company of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024. The voting results were as follows:


Votes For	Votes Against	Abstentions
57,526,757	84,536	684,197

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.

New Relic, Inc.

Date: August 21, 2023

By:

/s/ David Barter

David Barter
Chief Financial Officer

NEW RELIC, INC. 8-K