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

~~July~~August 3116, 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~~

001-36766

26-2017431

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification 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:

~~Securities~~Title ~~registered~~of ~~pursuant~~each toclass ~~Section 12~~Trading Symbol(bs) Name of ~~the~~each ~~Act:~~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).

Title of each class TradingSymbol(s) Name of each exchange on which registered Common Stock NEWR New York Stock Exchange

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 ~~July~~August 3116, 2023, ~~New~~the ~~Relic,~~Company ~~Inc.~~held its 2023 annual meeting of stockholders (the “~~Company~~Annual Meeting”) ~~issued~~via a ~~press~~live ~~release~~audio ~~announcing~~webcast. ~~its~~At ~~financial~~the ~~results~~Annual ~~for~~Meeting, the ~~first~~Company’s ~~fiscal~~stockholders ~~quarter~~voted ~~ended~~on ~~June 30~~three proposals, ~~2023~~each of which is described in more detail in the Company’s proxy statement. AThe ~~copy~~following is a brief description of each matter voted upon and the ~~press~~certified ~~release~~results, isincluding ~~attached~~the asnumber ~~Exhibit~~of ~~99.1~~votes tocast ~~this~~for ~~Current~~and ~~Report~~against each matter and, isif ~~incorporated~~applicable, ~~herein~~the bynumber ~~reference.~~of abstentions and broker non-votes with respect to each matter.

~~The~~Proposal ~~information in this Item 2.02, including the press release attached as Exhibit 99.~~1 ~~hereto, is furnished pursuant to Item 2~~.02 ~~but~~Stockholders ~~shall~~elected ~~not~~each ~~be deemed “filed” for any purpose, including for the purposes~~ of ~~Section 18 of~~ the ~~Securities~~ten ~~Exchange~~nominees ~~Act~~for ofdirector. ~~1934,~~The asnewly ~~amended~~elected ~~(the~~directors ~~“Exchange~~will ~~Act”),~~serve oruntil ~~otherwise subject to~~ the ~~liabilities~~Company’s of2024 ~~that~~annual ~~Section,~~meeting ~~nor shall it be deemed to be incorporated by reference into any filing under the Securities Act~~ of ~~1933,~~stockholders ~~as amended,~~ or ~~the~~until ~~Exchange~~his ~~Act, whether made before~~ or ~~after~~her ~~the~~respective ~~date~~successor ~~hereof,~~has ~~regardless~~been ofduly ~~any~~elected ~~general~~and ~~incorporation~~qualified. ~~language~~The invoting ~~such~~results ~~filing.~~were as follows:

Item 9.01 Financial Statements and Exhibits


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

~~(d)~~Proposal ~~Exhibits~~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:

ExhibitNumber	Description
Votes For		Votes Against	Abstentions	Broker Non-Votes
99.1	Press release, dated July 31, 2023, issued by New Relic, Inc.
32,709,886		21,514,445	692,708	3,378,451
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.~~

New Relic, Inc.

Date: July 31, 2023

By:

/s/ David Barter

Date: August 21, 2023

By:

/s/ David Barter

David Barter Chief Financial Officer

David BarterChief Financial Officer

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