UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): January 12, 2023~~1934

~~FORGEROCK~~Date of Report (Date of earliest event reported): February 27, ~~INC.~~ 2023

~~(Exact~~ForgeRock, ~~Name~~Inc. ~~of Registrant as Specified in Charter)~~

Delaware	001-40787	33-1223363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

~~201 Mission Street, Suite 2900~~_____________________________________________________________________________________________

San Francisco, California 94105

Delaware

001-40787

33-1223363

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

(Address of principal executive offices)


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

(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 (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 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 ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of 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))

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 ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~13e~~12b-~~4(c~~2 of this chapter)).

Title of each class	Trading Symbol(s)		Name of each exchange on which registered
Emerging growth company		☐
Class A common stock, $0.001 par value per share	FORG		New York Stock Exchange
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.		☐

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230~~2.~~405)~~02 orResults ~~Rule 12b-2~~ of ~~the Securities~~Operations ~~Exchange~~and ~~Act~~Financial ~~of 1934 (17 CFR §240~~Condition.~~12b-2).~~

☐On ~~Emerging growth~~February 27, ~~company~~2023, ForgeRock, Inc. (“ForgeRock”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

☐Item If7.01 anRegulation ~~emerging~~FD 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.Disclosure

~~Item~~ForgeRock ~~5.07~~announces ~~Submission~~material information to the public about ForgeRock, its products and services, and other matters through a variety of ~~Matters~~means, including filings with the Securities and Exchange Commission, press releases, public conference calls, webcasts, the investor relations section of its website (investors.forgerock.com), its blog (www.forgerock.com/blog) and its Twitter account (@ForgeRock) in order to aachieve ~~Vote~~broad, non-exclusionary distribution of ~~Security~~information ~~Holders~~to the public and for complying with its disclosure obligations under Regulation FD.

OnThe ~~October~~information ~~11,~~in ~~2022,~~Item ~~ForgeRock, Inc~~2.02 ~~(“ForgeRock”)~~and ~~announced~~Item ~~its~~7.01 ~~entry~~of ~~into~~this anCurrent ~~Agreement~~Report ~~and~~on ~~Plan~~Form ~~of Merger~~8-K, ~~dated~~and asExhibit of99.1 ~~October~~attached 10hereto, ~~2022~~shall ~~(as~~not ~~it may~~ be ~~amended~~deemed ~~from time to time, the~~ “~~Merger Agreement~~filed”), byfor ~~and~~purposes ~~among~~of ~~Project~~Section ~~Fortress~~18 ~~Parent,~~of ~~LLC~~the ~~(“Parent”), Project~~Securities ~~Fortress~~Exchange ~~Merger~~Act ~~Sub~~of 1934, ~~Inc.~~as amended (the “~~Merger~~Exchange ~~Sub~~Act”) ~~and~~or ~~ForgeRock.~~otherwise ~~The~~subject ~~Merger~~to ~~Agreement~~the ~~provides~~liabilities of that section, ~~subject~~nor toshall ~~the~~it ~~terms~~be ~~and~~deemed ~~conditions~~incorporated ~~set~~by ~~forth~~reference in ~~the~~any ~~Merger~~filing ~~Agreement,~~under ~~Merger~~the ~~Sub~~Securities ~~will~~Act ~~merge~~of ~~with~~1933, ~~and into~~as ~~ForgeRock~~amended, (or the ~~“Merger”)~~Exchange Act, ~~with~~except ~~ForgeRock~~as ~~continuing~~shall asbe ~~the~~expressly ~~surviving~~set ~~corporation~~forth ofby ~~the~~specific ~~Merger~~reference ~~and~~in assuch a ~~wholly owned subsidiary of Parent~~filing.

~~In connection with the Merger, ForgeRock held a Special Meeting of Stockholders on January 12, 2023, at~~ Item 9~~:00 a~~.~~m.,~~01 ~~Pacific~~Financial ~~time~~Statements ~~(the~~and ~~“Special Meeting”)~~Exhibits.

~~There were 48,219,841 shares of ForgeRock’s Class A common stock, par value $0.001 per share, and 37,572,279 shares of ForgeRock’s Class B common stock, par value $0.001 per share~~ (~~collectively, the “Shares”~~d), ~~issued and outstanding as of the close of business on November 18, 2022, the record date for the Special Meeting (the “Record Date”)~~Exhibits. At the Special Meeting, the holders of 70,529,460 shares of ForgeRock’s Class A common stock and Class B common stock were present in person or represented by proxy, representing 401,935,659 votes, or approximately 94.80% of the voting power of the Shares as of the Record Date, which constituted a quorum.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in detail in ForgeRock’s definitive proxy statement, dated December 8, 2022, as amended and supplemented by an amendment dated January 6, 2023, filed by ForgeRock with the Securities and Exchange Commission (the “Proxy Statement”).


Exhibit No.			Description
99.1			Press Release issued by ForgeRock, Inc. dated February 27, 2023
104			Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

	FOR	AGAINST	ABSTAIN
Proposal 1: To adopt the Merger Agreement.	401,805,752	95,898	34,009
Proposal 1 was approved.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by ForgeRock to its named executive officers in connection with the Merger.	400,702,796	1,113,344	119,519
Proposal 2 was approved.

SIGNATURES

InPursuant ~~light~~to of the ~~approval~~requirements of ~~Proposal 1, Proposal 3 described in~~ the ~~Proxy~~Securities ~~Statement~~Exchange ~~(relating~~Act ~~to the adjournment~~ of 1934, the ~~Special~~registrant ~~Meeting~~has ifduly ~~necessary or~~caused ~~appropriate)~~this ~~was~~report ~~rendered~~to ~~moot~~be ~~and~~signed ~~was~~on ~~not~~its ~~presented~~behalf atby the ~~Special~~undersigned ~~Meeting~~hereunto duly authorized.

SIGNATURE


			ForgeRock, Inc.

Date:	February 27, 2023	By:	/s/ John Fernandez
			John Fernandez
			Chief Financial Officer and Executive Vice President of Global Operations

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: January 12, 2023	By:	/s/ Samuel J. Fleischmann
		Name:	Samuel J. Fleischmann
		Title:	Chief Legal Officer

Filing Compare · ForgeRock, Inc.