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

~~Date of Report (Date of earliest event reported):~~ August 2530, 2021

Date of Report (date of earliest event reported)

___________________________________

CLOUDERA, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware	~~001-38069~~	001-38069	~~26-2922329~~	26-2922329
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

_______________________________________________

5470 Great America Parkway

Santa Clara, CA 95054

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

~~Registrant’s telephone number, including area code:~~ (650) 362-0488

~~Check~~(Registrant's ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode) ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~___________________________________

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:

☐ 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:

☐ 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	Name of each exchange on which registered
Common Stock, par value $0.00005 per share	CLDR	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)).

~~Securities~~Emerging ~~registered~~growth ~~pursuant~~company ☐ ~~to Section 12(b) of the Act:~~

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, par value $0.00005 per share		CLDR		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 52.0702 ~~Submission~~- Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

AtOn ~~the~~August ~~special~~30, ~~meeting~~2021, ~~of the stockholders of~~ Cloudera, Inc., (the “Company”) issued a ~~Delaware~~press ~~corporation~~release ~~(“Cloudera”~~announcing orits results for the ~~“Company”)~~second ~~held~~quarter onended ~~August 25~~July 31, 2021. atA ~~7:00~~copy ~~a.m.~~of ~~Pacific~~the ~~Time~~press ~~(the~~release ~~“Special~~is ~~Meeting”),~~attached ~~the~~as ~~stockholders~~Exhibit ~~approved~~99.1 ~~the~~to ~~following~~this ~~proposals:~~Current Report on Form 8-K.

1The information in this Item 2.02, ~~Proposal~~including Exhibit 99.1 to ~~adopt~~this ~~the~~Current ~~Agreement~~Report, is being furnished and ~~Plan~~shall not be deemed “filed” for purposes of ~~Merger~~Section 18 ~~(as~~of itthe ~~may~~Securities beExchange ~~amended~~Act ~~from~~of ~~time~~1934, toas ~~time)~~amended, ~~dated~~or asotherwise subject to the liabilities of ~~June~~that 1,section ~~2021,~~or Sections 11 and 12(a)(2) of the ~~“Merger~~Securities ~~Agreement”)~~Act of 1933, byas ~~and~~amended. ~~among~~The ~~Sky~~information ~~Parent~~in ~~Inc~~this Item 2.,02 aand ~~Delaware~~in ~~corporation~~the ~~(“Parent”),~~accompanying ~~Project~~Exhibit ~~Sky~~99.1 ~~Merger~~shall ~~Sub~~not ~~Inc.,~~be aincorporated ~~Delaware~~by ~~corporation~~reference ~~and~~into aany ~~wholly~~registration ~~owned~~statement ~~subsidiary~~or ofother ~~Parent~~document ~~(“Merger~~filed ~~Sub”),~~by ~~and~~the ~~Cloudera~~Company (with the ~~“Merger~~Securities ~~Agreement~~and ~~Proposal”).~~Exchange ~~The~~Commission, ~~proposal~~whether ~~was~~made ~~approved~~before ~~with~~or aafter ~~vote~~the date of ~~206~~this Current Report,~~057,019~~ regardless ~~shares~~of any general incorporation language in ~~favor,~~such 1filing,~~227,644~~ ~~shares~~except ~~against,~~as ~~415,174~~shall ~~abstentions~~be ~~and~~expressly 0set ~~broker~~forth ~~non-votes~~by specific reference in such filing.

2Item 5.02 ~~Proposal to approve, on an advisory (non~~-~~binding)~~ ~~basis,~~Departure ~~the~~of ~~compensation~~Directors ~~that may be paid~~ or ~~become~~Certain ~~payable~~Officers; toElection ~~Cloudera’s~~of ~~named~~Directors; ~~executive~~Appointment ~~officers~~of ~~that~~Certain isOfficers; ~~based~~Compensatory onArrangements ~~or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. The proposal was approved with a vote~~ of ~~204,033,754~~Certain ~~shares in favor, 2,826,371 shares against, 839,712 abstentions and 0 broker non-votes.~~Officers

3.On ~~Proposal~~August to30, ~~adjourn~~2021, the ~~Special~~Company ~~Meeting~~announced tothat aJim ~~later~~Frankola ~~date~~will orstep ~~dates~~down ifas ~~necessary~~Chief orFinancial ~~appropriate~~Officer toeffective ~~solicit~~as ~~additional~~of ~~proxies~~the ifclosing ~~there~~of ~~are~~the ~~insufficient~~transactions ~~votes~~contemplated toby ~~adopt~~ the ~~Merger~~ Agreement atand ~~the~~Plan ~~time~~ of Merger entered into among the ~~Special~~Company, ~~Meeting.~~Sky ~~The~~Parent ~~proposal~~Inc. ~~was~~and ~~approved~~Project ~~with~~Sky aMerger ~~vote~~Sub ofInc. ~~197,147,036~~(the ~~shares~~“Proposed inMerger”) ~~favor~~or, 9if earlier,~~984,889~~ ~~shares~~November ~~against~~15, ~~567~~2021. After stepping down as Chief Financial Officer,~~912~~ ~~abstentions~~Mr. ~~and~~Frankola 0will ~~broker~~remain ~~non-votes~~employed with the Company as Strategic Advisor. Kevin ~~Sufficient~~Cook, ~~votes~~Senior ~~were~~Vice ~~received~~President toFinance, ~~approve~~Corporate ~~this~~Development ~~proposal;~~and ~~however~~Investor ~~this~~Relations, ~~proposal~~will ~~was~~succeed ~~not~~Mr. ~~necessary~~Frankola ~~following~~as Chief Financial Officer effective as of the ~~approval~~closing of the Proposed Merger. Mr. ~~Agreement~~Cook ~~Proposal~~is 57 and ~~was~~has ~~therefore~~been ~~not~~employed ~~implemented~~by the Company since 2014. Before his promotion to Senior Vice President Finance, Corporate Development and Investor Relations, Mr. Cook served as Vice President Corporate Finance, Treasury and Investor Relations and as Vice President Finance, Corporate Development and Investor Relations.

~~Each~~Mr. ~~proposal~~Cook is ~~described~~a party to a Severance and Change in ~~detail~~Control Agreement dated February 26, 2020 that provides certain benefits in ~~Cloudera~~the event of certain terminations of his employment. Under the Severance and Change in Control Agreement, in the event Mr. Cook’s ~~definitive~~employment ~~proxy~~with ~~statement,~~us ~~dated~~is ~~July 19,~~terminated ~~2021~~by us without cause or he resigns for good reason, ~~which~~as ~~was~~each ~~filed~~is ~~with~~defined in the ~~Securities~~Severance and ~~Exchange~~Change ~~Commission~~in onControl ~~July 19~~Agreement, ~~2021~~in exchange for a release of claims, he will be entitled to receive a cash payment equal to the sum of his then-current annual base salary and ~~first~~a ~~mailed~~pro-rated annual target bonus, extended exercisability of stock options for up to ~~Cloudera~~12 months and continued health care coverage at the Company’s ~~stockholders~~expense onfor up to 12 months. In addition, if the termination or ~~about~~resignation ~~July 19~~occurs within the period beginning 3 months prior to a change in control (which includes the Proposed Merger) and ending 12 months after the change in control, ~~2021~~Mr. Cook would also be entitled to an amount equal to his annual target bonus and full accelerated vesting of outstanding equity awards.

AsMr. ofFrankola ~~the~~entered ~~close~~into ofa ~~business~~Transition onand Separation Agreement with the ~~record~~Company ~~date~~pursuant ~~for~~to which he will continue in his current position being paid his current compensation through the ~~Special~~earlier ~~Meeting,~~of ~~which~~the ~~was~~closing ~~July 1,~~of ~~2021,~~the ~~there~~Proposed ~~were~~Merger ~~296~~or November 15,~~132,583~~ ~~shares~~2021. Consistent ofwith ~~common~~Mr. ~~stock~~Frankola’s ~~outstanding~~existing Severance and ~~entitled~~Change toin ~~vote~~Control atAgreement with the ~~Special~~Company, ~~Meeting.~~in ~~Each~~exchange ~~share~~for a release of ~~common~~claims, ~~stock~~he ~~was~~will be entitled to ~~one~~receive ~~vote~~a ~~per~~cash ~~share.~~payment Aequal ~~total~~to the sum of ~~207~~his annual base salary,~~699,837~~ ~~shares~~annual oftarget ~~Cloudera’s~~bonus ~~common~~and ~~stock~~a pro-rated annual target bonus for 2021, ~~representing~~full ~~approximately~~accelerated ~~70.13%~~vesting of ~~Cloudera’s~~outstanding ~~shares~~equity ofawards ~~common~~and extended exercisability of stock ~~outstanding~~options asfor ofup ~~the~~to ~~record~~12 ~~date~~months ~~for~~in the ~~Special~~event ~~Meeting~~Mr. ~~were~~Frankola ~~represented~~remains ~~virtually~~employed or by ~~proxy~~us atthrough the ~~Special~~earlier ~~Meeting~~of closing of the Proposed Merger or November 15, ~~and~~2021, ~~constituted~~dies aor ~~quorum~~becomes topermanently ~~conduct~~disabled. While ~~business~~serving atas Strategic Advisor to the ~~Special~~Company, ~~Meeting~~Mr. Frankola’s compensation will be established by mutual agreement between Mr. Frankola and the Company.

On August 30, 2021, the Company also announced that Arun Murthy has resigned as Chief Product Officer, effective as August 30, 2021. Mr. Murthy entered into a Separation Agreement with the Company pursuant to which, in exchange for a release of claims, he is entitled to a one-time cash severance payment of $2,120,000, less withholding obligations.

The foregoing summaries of the Severance and Change in Control Agreement entered into between the Company and Mr. Cook, the Transition and Separation Agreement entered into between the Company and Mr. Frankola and the Separation Agreement entered into between the Company and Mr. Murthy do not purport to be complete and are subject to, and qualified in their entirety by, the agreements. A form of the Severance and Change in Control Agreement was filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018. Copies of the Transition and Separation Agreement with Mr. Frankola and the Separation Agreement with Mr. Murthy will be filed as exhibits to the Company’s Quarterly Report on Form 10‑Q for the fiscal quarter ended October 31, 2021.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits


Number						Description
99.1						Press release dated August 30, 2021
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CLOUDERA, INC.

Date:

August 30, 2021

CLOUDERA, INC.

~~By:~~

~~/s/ David Howard~~By:

/s/ David Howard

Name: David Howard

Name:

David Howard

Title: Chief Legal Officer

Title:

Chief Legal Officer

Dated: August 26, 2021

Filing Compare · Cloudera, Inc.