UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May 24~~August 7, 2023

ForgeRock, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________

Delaware

001-40787

33-1223363

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


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

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~~14a12 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

Class A common stock, $0.001 par value per share

FORG

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 52.~~07 Submission~~02 Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~May 24~~August 7, 2023, ForgeRock, Inc. (~~the~~ “~~Company~~ForgeRock”) ~~held~~issued ~~its~~a ~~2023~~press ~~annual~~release ~~meeting~~announcing ofits ~~stockholders~~financial ~~(the~~results ~~“Annual Meeting”). Holders of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal~~ for ~~each share held as of~~ the ~~close~~quarter ofended ~~business on April 3~~June 30, 2023 ~~(the “Record Date”), and holders of the Company’s Class B common stock, par value $0~~.~~001~~ ~~per~~A ~~share~~copy ~~(the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as~~ of the ~~close~~press ofrelease ~~business~~is onattached ~~the Record Date. The Class A Common Stock and Class B Common Stock voted~~ as aExhibit ~~single class on all matters~~99.1 ~~At the Annual Meeting, 63,819,952 shares of Class A Common Stock and Class B Common Stock representing 404,417,204 votes, or 96.58% of the total voting power of shares entitled~~ to ~~vote~~this atcurrent ~~the~~report ~~Annual Meeting, were present virtually or represented by proxy and voted~~ on ~~the~~Form ~~following~~8-K ~~proposals, which are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities~~ and ~~Exchange~~is ~~Commission~~incorporated onby ~~April~~reference ~~12, 2023~~herein. ~~The~~ ~~voting results for each of the proposals considered at the Annual Meeting are provided below.~~

~~Proposal~~Item 17.01 ~~Election~~Regulation ofFD ~~Directors~~Disclosure.

~~The~~ForgeRock ~~stockholders~~announces ~~elected~~material ~~each~~information ofto the ~~following~~public ~~nominees~~about asForgeRock, ~~Class~~its IIproducts ~~directors~~and toservices, ~~serve~~and onother ~~the~~matters ~~Company’s~~through ~~board~~a variety of ~~directors~~means, ~~until~~including filings with the ~~Company’s~~Securities ~~2026~~and ~~annual~~Exchange ~~meeting~~Commission, ofpress ~~stockholders~~releases, orpublic ~~until~~conference ~~their~~calls, ~~respective~~webcasts, ~~successors~~the ~~are~~investor ~~duly~~relations ~~elected~~section of its website (investors.forgerock.com), its blog (www.forgerock.com/blog) and ~~qualified~~its orTwitter ~~until~~account ~~their~~(@ForgeRock) ~~earlier~~in ~~death~~order to achieve broad, ~~resignation~~non-exclusionary ordistribution ~~removal~~of information to the public and for complying with its disclosure obligations under Regulation FD.

Name	For	Withheld	Broker Non-Votes
Bruce Golden	396,659,875	662,127	7,095,202
Arun Mathew	389,132,136	8,189,866	7,095,202
Alexander Ott	396,939,281	382,721	7,095,202
Maria Walker	397,028,605	293,397	7,095,202

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Proposal 2~~Item 9.01 ~~Ratification~~Financial ofStatements ~~the~~and ~~Appointment of Independent Registered Public Accounting Firm~~Exhibits.

~~The~~(d) ~~stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023~~Exhibits.

For		Against	Abstentions	Broker Non-Votes
Exhibit No.	Description
403,854,362		538,282	24,560	—
99.1	Press Release issued by ForgeRock, Inc. dated August 7, 2023
104	Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document)

Proposal 3. Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of the Company's Named Executive Officers

The stockholders determined to vote every "1 Year" on the advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company's named executive officers.

1 Year						2 Years						3 Years						Abstentions						Broker Non-Votes
311,706,237						26,644						35,353						85,553,768						—

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.

			ForgeRock, Inc.
Date:	~~May~~August 267, 2023	By:	/s/ ~~Samuel~~John ~~J. Fleischmann~~Fernandez
			Samuel J. Fleischmann
			John Fernandez
			Chief Legal Officer
			Chief Financial Officer and Executive Vice President of Global Operations

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