250 Brannan Street
San Francisco, California 94107

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS

To Be Held at 3:30 p.m. Pacific Time on Thursday, June 9, 2016

TO THE STOCKHOLDERS OF SPLUNK INC.:21, 2023

To The Stockholders of Splunk Inc.:

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Splunk Inc., a Delaware corporation (“Splunk”, “we”,Splunk,” “we,” or the “Company”), will be held virtually via live audio webcast onThursday, June 9, 2016,21, 2023, at 3:30 p.m. Pacific Time, at 139 Townsend Street, Suite 150, San Francisco, California 94107, for the following purposes, as more fully described in the accompanying proxy statement:

1.	To elect threefour Class III directors to serve until the 20192026 annual meeting of stockholders or until their successors are duly elected and qualified;
2.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2017;2024;
3.	To conduct an advisory vote to approve the compensation of our named executive officers, as described inofficers;
4.	To approve the proxy statement;Splunk Inc. Amended and Restated 2022 Equity Incentive Plan to increase the number of shares reserved thereunder; and
4.5.	To transact such other business as may properly come before the meetingAnnual Meeting or any adjournments or postponements thereof.

The Board of Directors of Splunk (the “Board”) Splunk has fixed the close of business on April 15, 2016May 2, 2023 as the record date for the meeting.Annual Meeting. Only holders of our common stock as of the record date are entitled to notice of and to vote at the meeting.Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in thisthe accompanying proxy statement.

On or about April 27, 2016,May 9, 2023, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders.. The Notice provides instructions on how to vote online, by telephone, or by telephone,mail and includes instructions on how to receive a paper or e-mail copy of proxy materials by mail if you choose. Instructions on how to access our proxy statement and our fiscal 20162023 Annual Report may be found in the Notice or on our website at investors.splunk.com.

The Annual Meeting this year will be a virtual-only meeting. We have designed the virtual Annual Meeting to provide stockholders with the same opportunities to participate as they would have had at an in-person meeting. We aim to provide a consistent experience to all stockholders regardless of their geographic location. Stockholders will be able to attend and participate in the Annual Meeting, vote their shares electronically, submit questions, and examine a stockholder list during the live audio webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/ SPLK2023 and entering their control number. Stockholders may submit questions for the meeting in advance at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders,online, we urge you to submit your vote now via the Internet, telephone, or mail.

We appreciate your continued support of Splunk.

Very truly yours,

Leonard R. Stein

Scott Morgan
Senior Vice President, General CounselChief Legal Officer, Global Affairs and Secretary

San Francisco, California
April 27, 2016

May 9, 2023

	HOW TO CAST YOUR VOTE
	How to Cast Your vote is important to the future of Splunk. If you are a registered stockholder, please vote your shares as soon as possible by one of the following methods:
		Vote   www.voteproxy.com www.proxyvote.com Vote by Internet
		Scan this QR code 1-800-690-6903 Vote by Smartphone or Tablet
		1-800-776-9437 Vote by Telephone
		Mail your signed proxy card Vote by Mail
	Note for Street Name Holders: If you are a street name stockholder (i.e., you hold your shares through a broker, bank or other nominee), pleasenominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you a voting instruction form. Your vote is important. Please vote your shares as soon as possible by followingpossible. See “Other Matters—Questions and Answers About the instructions from your broker, bank or other nominee.Proxy Materials and Our 2023 Annual Meeting” for details on voting requirements and additional information about the Annual Meeting, including how to vote at the Annual Meeting.

Table of Contents

PROXY STATEMENT SUMMARY

YOUR VOTE IS IMPORTANT

This summary highlights information contained within this proxy statement, which we have enhanced this year as a reflection of our ongoing commitment to our stockholders. You should read the entire proxy statement carefully and consider all information before voting. Page references are supplied to help you find further information in this proxy statement.

VOTING MATTERS,VOTE RATIONALE AND RECOMMENDATIONS

Voting Matter		Board Vote Recommendation

Table of Contents

Proxy Statement Summary 1

1

Corporate Governance at Splunk	7
Proposal 1: Election of Class I Directors (page 11)		FOR7EACH NOMINEE
Board Composition	7
Board’s Role and Responsibilities	21
Board Effectiveness	23
Board Meetings and Committees	25

Non-Employee Director Compensation	29
Stockholder Engagement	33
ESG Oversight and Highlights	34
Other Governance Policies and Practices	36

Audit Committee Matters	38
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	38
Report of the Audit Committee	39

Fees Paid to the Independent Registered Public Accounting Firm	40
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	40

Our Executive Officers

41

Executive Compensation	42
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation	42
Compensation Discussion and Analysis	43
Executive Summary	43
Discussion of Our Fiscal 2023 Executive Compensation Program	51
Other Compensation Policies and Information	63
Talent & Compensation Committee Report	66
Compensation Tables	67
Summary Compensation Table	67
Grants of Plan-Based Awards for Fiscal 2023	69

Outstanding Equity Awards at Fiscal 2023 Year-End	71
Stock Vested in Fiscal 2023	72
Pension Benefits and Nonqualified Deferred Compensation	72
Executive Employment Arrangements	72
Equity Acceleration Death Benefit	73
Potential Payments Upon Termination or Upon Termination in Connection With a Change in Control	74
CEO Pay Ratio	76
Pay Versus Performance Disclosure	77
Tabular List of Most Important Financial Performance Measures	80
Equity Compensation Plan Information	80

Splunk Inc. Amended and Restated 2022 Equity Incentive Plan	81
Proposal 4: Approval of Splunk Inc. Amended and Restated 2022 Equity Incentive Plan	81
Approval of the Amended and Restated 2022 Equity Incentive Plan	81
Why Should Stockholders Vote to Increase the 2022 Plan Share Pool?	82

Summary of the Amended and Restated 2022 Plan	86
Summary of U.S. Federal Income Tax Consequences	91
New Plan Benefits	93

Stock Ownership Information	94
Security Ownership of Certain Beneficial Owners and Management	94

Delinquent Section 16(a) Reports	96

Other Matters	97
Questions and Answers About the Proxy Materials and Our 2023 Annual Meeting	97
Stockholder Proposals	102

Fiscal 2023 Annual Report and SEC Filings	103

Appendix A
Reconciliation of GAAP and Non-GAAP Information	A-1

Appendix B
Splunk Inc. Amended and Restated 2022 Equity Incentive Plan	B-1

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our business plans and objectives, our strategies and systems for implementing our goals, our commitments to programs and policies, our expectations and priorities for ESG initiatives, and executive compensation plans, made in this document are forward-looking. We use words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “target,” “will,” “would” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect management’s current expectations, estimates and assumptions based on information currently available to us as of the date of this proxy statement. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations include, but are not limited to, those described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. We undertake no obligation, and do not intend to update the forward-looking statements.

References to our website in this proxy statement are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement.

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Proxy Statement Summary

Voting Matters, Vote Recommendations and Rationale

Election of Class II Directors Vote Recommendation “FOR” EACH NOMINEE. (page 7) The Board and the Nominating and Corporate Governance & Sustainability Committee believe that each of the director nominees possesspossesses the necessaryright skills, qualifications and skillsexperience to provide effective oversight ofeffectively oversee the Company’s long-term business and quality advice and counsel to our management team. strategy.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm (page 23)		FORVote Recommendation
“FOR” RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. (page 38) The Board and the Audit Committee believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending January 31, 20172024 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation (page 26)		FORVote Recommendation
“FOR” APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION. (page 42) The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis section beginning on page 27Board and the Talent & Compensation Tables section beginning on page 42. OurCommittee believe our executive compensation program reflectsdemonstrates the continuing evolution of our commitment to pay“pay for performanceperformance” philosophy, and reflects feedback received from stockholder engagement. We currently hold our Say-on-Pay advisory, non-binding vote annually.

Approval of Splunk Inc. Amended and Restated 2022 Equity Incentive Plan Vote Recommendation “FOR” APPROVAL OF OUR AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN. (page 81) The Board and the Talent & Compensation Committee believe that approval of our Amended and Restated 2022 Equity Incentive Plan to increase the number of shares reserved thereunder by 3,500,000 is in the best interests of the Company and its stockholders. Our ability to grant equity awards is crucial to recruiting and retaining the best personnel. We are requesting a share reserve that we believe will allow us to recruit, retain and incentivize highly skilled talent for at least the next two years.

Your vote is important This summary highlights information contained within this proxy statement. You should read the entire proxy statement carefully and consider all information before voting. Page references are supplied to help you find further information in this proxy statement.

Splunk 2023 Proxy Statement

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Proxy Statement Summary

FISCAL 2016 BUSINESS HIGHLIGHTSFiscal 2023 Business Highlights

Fiscal 2016In fiscal 2023, we adopted a more balanced approach of prioritizing long-term durable growth and increased profitability with a focus on annual recurring revenue (“ARR”) and free cash flow. During the year, we grew ARR by 18% and nearly quadrupled free cash flow. We introduced several efficiency initiatives which contributed to virtually flat total operating expenses compared to fiscal 2022. Our topline performance was another year of strong performancedriven by greater customer success and results for Splunk.continued growth in our cloud business. Our fiscal 20162023 business highlights include achievement of the following:following ARR, cash flow, and other key business results:

Fiscal Year 2023 Performance

●

Total revenues

(1)	ARR represents the annualized revenue run-rate of $668.4 million, representing an increase of $217.6 million, or 48%, over fiscal 2015;
●	Operating cash flow of $155.6 million, compared to operating cash flow of $104.0 million in fiscal 2015;active cloud services, term license, and
●	Over 11,000 customers in more than 110 countries maintenance contracts at the end of fiscal 2016, compared to over 9,000 customers in over 100 countriesa reporting period, Cloud ARR represents the annualized revenue run-rate of active cloud services contracts at the end of fiscal 2015.a reporting period, each as reported in our Annual Report on Form 10-K for the year ended January 31, 2023. Each contract is annualized by dividing the total contract value by the number of days in the contract term and then multiplying by 365. ARR and Cloud ARR should be viewed independently of revenue, and do not represent our revenue under GAAP on an annualized basis, as each is an operating metric that can be impacted by contract start and end dates and renewal rates. ARR is not intended to be a replacement for forecasts of revenue.
(2)	To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide investors with certain non-GAAP financial measures, including non-GAAP free cash flow. For a full reconciliation between GAAP and net cash used in operating activities and free cash flow, please see Appendix A.

2016 Proxy Statement       1ESG Highlights

In November 2021, we announced our intentions to achieve net zero greenhouse gas emissions by 2050 through the Science Based Targets initiative’s (SBTi) Business Ambition for 1.5°C campaign, and to announce a second suite of shorter-term climate targets by the end of fiscal year 2023. Due to the complexity of this work, we are extending the timeframe for finalizing and announcing our climate strategy, net zero roadmap and second suite of climate targets and look forward to sharing the results of this work once completed. Our net zero commitment is registered with the SBTi, a global registry that assesses the science and rigor of public climate targets. Our next suite of targets will be submitted to the SBTi for validation. In December 2022, we published our second Global Impact Report, which covers the four priority areas that matter most to our stakeholders and our business: data responsibility, environmental sustainability, ethical and inclusive growth and social impact. For more information on our ESG program, please see “Corporate Governance at Splunk—ESG Oversight and Highlights.”

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The following chart shows the top line revenue and operating cash flow (“OCF”) growth that we have achieved over time.

Corporate Governance

We believe that good corporate governance promotes the long-term interests of our customer success is leading this type of growth.

stockholders, strengthens our Board and management accountability and leads to better business performance. For these reasons, we are committed to maintaining strong corporate governance practices.

See also the “Strategic Context and Fiscal 2016 Business Highlights”The “Corporate Governance at Splunk” section within our Compensation Discussion and Analysisbeginning on page 277 describes our governance practices, which include the following highlights:

●100% Independent Committee Members

●Independent Chair and Lead Independent Director in accordance with our Corporate Governance Guidelines

●Majority Voting for Directors with Resignation Policy

●Annual Board and Committee Evaluation

●Proxy Access Bylaws

●Director Change in Circumstances with Resignation Policy

●Limit on Outside Directorships

●Qualified Diverse Candidate Pool Policy — 60% of this proxy statement. Detailed information onDirectors Self-Identify as Women and/or an Underrepresented Community Member

●Board Orientation and Continuing Education Programs

●Regular Meetings of Independent Directors Without Management Present

●Comprehensive Risk Oversight by Full Board and Committees

●Periodic Review of Committee Charters and Governance Policies

●Formal CEO Evaluation Process

●Clawback Policy

●Annual Say-on-Pay Vote

●Stockholder Engagement Program

●Stock Ownership Guidelines for Directors and Officers

●Anti-Hedging and Anti-Pledging Policy

●Code of Conduct for Directors, Officers and Employees

●Succession Planning Process

●Global Impact Report

●Diversity Annual Report

Stockholder Engagement

We believe that effective corporate governance includes regular, constructive conversations with our financialstockholders. We are committed to maintaining an active dialogue to understand the priorities and operational performance can be found in our fiscal 2016 Annual Report on Form 10-K.

STOCKHOLDER ENGAGEMENT

Fiscal 2016 marked the second yearconcerns of our formal stockholder governancestockholders and believe that ongoing engagement program. This effort focuses onbuilds mutual trust and understanding with our compensationstockholders. Stockholder engagement and feedback are critical components of our corporate governance practices and supplementsinform our traditional stockholder engagement process. During the fall of 2015, we solicited the views of institutional investors representing approximately 71%decisions and programs.

Below is a summary of our issued and outstanding shares and engaged in substantive discussionsengagement with investors representing approximately 31%stockholders following our 2022 annual meeting of our outstanding shares.stockholders. These discussions have been productive and informative, and have helped ensure that our Board’s decisions are closely aligned withinformed by stockholder objectives. For additional information, see

We Reached out to Institutional Stockholders Representing 62% of shares outstanding

We Engaged with Institutional Stockholders Representing 33% of shares outstanding

Chair and Chief Executive Officer Participated in Calls with Institutional Stockholders Representing 29% of shares outstanding

See “Corporate Governance at Splunk—Other Governance Policies and Practices—Stockholder Engagement” on page 1733 of this proxy statement for more information on our stockholder engagement program.

For key feedback from our stockholders related to our executive compensation program and our 2022 Say-On-Pay Vote, and our responses to this feedback, please see “Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Stockholder Engagement and Our 2015 Say-on-PaySay-On-Pay Vote” on page 3048 of this proxy statement.

PROXY ACCESS

In March 2016, our Board adopted proxy access amendments to our Amended and Restated Bylaws (the ”Bylaws”) that permit eligible stockholders to have their own director nominees included in the Company’s proxy materials along with candidates nominated by our Board. Following our receipt of a proxy access stockholder proposal in October 2014 and discussion with our institutional investors, it became apparent that many of our largest stockholders support proxy access as a fundamental stockholder right. Based on this feedback and in connection with an agreement with the stockholder proposal proponents, we committed to include a management-sponsored proposal in our proxy statement for this Annual Meeting. After subsequent discussions with our stockholders and the stockholder proposal proponents regarding the terms of our proxy access amendments and Board adoption of such amendments, the Board felt it was appropriate to adopt proxy access prior to this Annual Meeting.

	Proxy Access Process
	1		2		3
	a single stockholder, or group of up to 20 stockholders (or 25 stockholders, if our annual revenues are greater than $4 billion for the most recently completed fiscal year) 3%for3years owning three percent outstanding stock for at least three consecutive years		the individual or group may submit up to20% (if there are 10 or more directors in office) or up to25% (if there are nine or fewer directors in office) of the directors then in office, but in no case less than one nominee		stockholders and nominees who satisfy the requirements specified by our Bylaws are included in the proxy statement

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The adoption of proxy access reflects our ongoing evolution of our corporate governance policies since our initial public offering, responds

Over the past several years, in response to stockholder feedback, and we believe appropriately calibratesas part of our ongoing evaluation of best practices, the Board has incorporated enhancements to our executive compensation program and corporate governance practices, to our stage, growth and opportunity. The adoption reflectssuch as those depicted in the Board’s commitment to corporate governance practices that we believe are consistent with our goaltimeline below.

	2023			APRIL
				●Enhanced proxy disclosures regarding director qualifications and our PSU program
				MARCH
				●Replaced operating cash flow metric with free cash flow in our executive annual bonus plan to reflect continued focus on profitability and efficient use of capital ●Continued our transition to a PSU program with a three-year relative total stockholder return performance metric
	2022			DECEMBER
				●Lowered limits on number of other public company boards on which our directors may serve ●Released second Global Impact Report
				SEPTEMBER
				●Increased stock ownership guidelines
				MARCH
				●Established Cybersecurity & Data Responsibility Committee ●Initiated a transition to a PSU program with a three-year relative total stockholder return performance metric ●Eliminated overlapping metrics in our executive bonus plan and our PSU program
	2021			DECEMBER
				●Released first Global Impact Report
				APRIL
				●Enhanced proxy disclosure regarding Board oversight of COVID-19 response ●Added underrepresented community diversity of Board to proxy
	2020			NOVEMBER
				●Released first ESG update
				MARCH
				●Replaced revenue metric with annual recurring revenue in both our executive bonus plan and our PSU program to align our incentives with key drivers of stockholder value and reflect our transition to a renewable business model ●Replaced non-GAAP operating margin metric with operating cash flow in our PSU program to reflect focus on disciplined execution of our business objectives during our transition to a renewable business model
	2019			APRIL
				●Enhanced proxy disclosures regarding Board succession planning, risk oversight and corporate sustainability

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Table of creating long-term, sustainable value for stockholders. For additional information, see “Other Matters—Stockholder Proposals and Nomination of Director Candidates—Nomination of Director Candidates” on page 52 of this proxy statement.

Contents

Proxy Statement Summary

CORPORATE GOVERNANCE

Director Nominees and Continuing Directors

A top priority of our Board and our Governance & Sustainability Committee is ensuring that our Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, experience, and backgrounds, and effectively represent the long-term interests of stockholders. The following table providesBoard believes periodic assessment of directors is integral to an effective governance structure and aims to strike a balance between ensuring that we retain directors with deep knowledge of the Company while adding directors who bring a fresh perspective. We have added six new directors since 2021, enhancing the Board’s breadth and depth of experience and diversity, while taking into account the Company’s evolving business model, the macro technology business environment and the changing governance landscape. The Board remains committed to a Board composition that is at least 30% gender diverse, though this number may fluctuate from time to time. See below for summary information about our Board and each director nominee and continuing director as of March 31, 2016.May 1, 2023. For purposes of the information below, a member of an underrepresented community is defined as an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual or transgender. See pages 1110, 12 to 1419 for more information.

		Class		Age		Principal Occupation		Director Since		Current Term Expires		Expiration of Term For Which Nominated		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
2016 Director Nominees
Mark Carges*		I		54		Former CTO, eBay		2014		2016		2019
David Hornik*		I		48		Partner, August Capital		2004		2016		2019
Thomas Neustaetter*		I		64		Managing Director, JK&B Capital		2010		2016		2019
Continuing Directors
Amy Chang*		II		39		CEO and Founder, Accompany		2015		2017		—
John Connors*		II		57		Managing Partner, Ignition Partners		2007		2017		—
Patricia Morrison*		II		56		EVP, Customer Support Services, and CIO, Cardinal Health		2013		2017		—
Douglas Merritt		III		52		President and CEO, Splunk		2015		2018		—
Stephen Newberry*		III		62		Chairman, Lam Research		2013		2018		—
Graham Smith*		III		56		Former CFO, salesforce.com		2011		2018		—
Godfrey Sullivan		III		62		Chairman, Splunk		2008		2018		—

Board Overview

*3 Directors Self-Identify asWomen		Independent director4 Years Average Tenure	6 New Directors Joined the Board in the Last Two Years
10 out of 11 Directors are Independent	Chair58.2 Average Age	5 Directors Self-Identify as an Underrepresented Community Member

			Class		Age		Director Since		Current Term Expires		Expiration of Term for Which Nominated		Committees
	Patricia Morrison* Former EVP, Customer Support Services, and CIO, Cardinal Health		II		63		2013		2023		2026
	David Tunnell* Partner, Hellman & Friedman		II		52		2022		2023		2026
	General Dennis Via* EVP, Booz Allen Hamilton and Retired Four-Star U.S. Army General		II		65		2020		2023		2026
	Luis Felipe Visoso* CFO, Unity Software		II		54		2022		2023		2026
	Yamini Rangan* President and CEO, HubSpot		III		49		2023		2024		—
	Graham Smith* Chair, Splunk		III		63		2011		2024		—
	Gary Steele President and CEO, Splunk		III		60		2022		2024		—
	Richard P. Wallace* President and CEO, KLA Corporation		III		63		2022		2024		—
	Mark Carges* Former CTO, eBay		I		61		2014		2025		—
	Kenneth Hao* Chairman and Managing Partner, Silver Lake		I		54		2021		2025		—
	Elisa Steele* Independent Board Member		I		56		2017		2025		—

* Independent    director

Audit Committee

Talent & Compensation Committee

Governance & Sustainability Committee

Cybersecurity & Data Responsibility Committee

Member

Chair

Member

Audit Committee Financial Expert

Director Dashboard

Splunk 2023 Proxy Statement
Director Independence       5	Tenure	Age	Gender Diversity

2016 Proxy Statement     3

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Corporate Governance Strengths

We are committed to good corporate governance, which promotes the long-term interests of our stockholders and strengthens our Board and management accountability. Highlights of our corporate governance practices include the following:

●	Majority voting for directors with resignation policy
●	Annual Say-on-Pay vote
●	Lead Independent Director

●	Separate Chairman and CEO roles
●	100% independent Committee members
●	Succession planning process

●	Strict policy of no pledging or hedging of Company shares
●	Clawback policy
●	Stock ownership guidelines for directors and officers

●	Robust Code of Business Conduct
●	Regular executive sessions of independent directors
●	Director participation in continuing education

●	Annual Board, Committee, individual and peer self-evaluations
●	Periodic reviews of Committee Charters, Corporate Governance Guidelines and Code of Business Conduct
●	Proxy access that permits eligible stockholders to have their own director nominees included in the Company’s proxy materials

EXECUTIVE COMPENSATION HIGHLIGHTSExecutive Compensation Highlights

We designed ourOur executive compensation program is designed to attract, motivate and retain the key executives who drive our success. Pay that reflects performance and aligns with the interests of long-term stockholders is key to our executive compensation program design and decisions. We achievestructure our pay objectives by providing short-termexecutive compensation program to include significant performance metrics that are aligned with our business strategy and long-term stockholder value creation.

Our executive compensation program consists of the following primary components: base salary, an annual performance-based cash bonuses tiedbonus opportunity, and long-term incentive compensation in the form of time-based restricted stock unit (“RSU”) and performance-based performance unit (“PSU”) equity awards. A significant portion of our executive compensation is performance-based and in the form of long-term compensation. The fiscal 2023 executive compensation program provided annual cash bonus opportunities designed to our revenuedrive ARR and operating cash flow, and long-term performance-based equity awards designed to drive stock price performance. We believe that both ARR growth and operating cash flow performance are important to long-term stockholder value creation and by grantingthat employing challenging stock price growth as the performance goal in our long-term equity awards, including restricted stock units (“RSUs”)award design further aligns our executives’ and performance units (“PSUs”) tiedstockholders’ interests.

Our Board and Talent & Compensation Committee devoted significant time and attention to understanding stockholder viewpoints regarding our executive compensation program. We conducted more extensive outreach campaigns to speak directly with a number of our stockholders following our 2021 and 2022 annual meeting of stockholders. In response to the feedback we received from our stockholders through these campaigns, as well as the increased maturity of our business and predictability of our financial results.results, we implemented a number of changes to key components of our NEO compensation program, including a reorganization of the Talent & Compensation Committee in fiscal 2023, as set out in more detail throughout this proxy statement.

Our Executive Compensation Practices

Our executive compensation policies and practices are designed to reinforce our pay for performance philosophy and align with sound governance principles. Listed below are highlights of our fiscal 2023 executive compensation policies and practices:

What We Do
●	Performance-based equity incentives
●	Clawback on	WHAT WE DO ●Ongoing engagement with our institutional stockholders regarding our compensation policies and practices ●Performance-based cash and equity incentive compensation
●	Stock ownership guidelines for executive officers and directors
●	Caps on performance-based cash and equity incentive compensation
●	Performance-based cash incentives
●	100% independent directors on the Compensation Committee
●	Independent compensation consultant engaged by the Compensation Committee
●	Annual review and approval of our executive compensation strategy
●	Significant portion of executive compensation at risk based on corporate performance
●	Broad-based Company-sponsored health benefits programs
Clawback policy on cash and equity incentive compensation ●	Four-yearStock ownership guidelines for executive officers and non-employee directors ●Multi-year equity award vesting periods
for equity awards ●Independent compensation consultant engaged by the Talent & Compensation Committee ●100% independent directors on the Talent & Compensation Committee ●Limited perquisites	Prohibition on		WHAT WE DON’T DO ●No “single trigger” change in control payments and benefits ●No post-termination retirement or pension-type non-cash benefits or perquisites for our executive officers that are not generally available to our employees ●No tax gross-ups for change in control related excise tax payments ●No short sales, hedging, or pledging of stock ownership positions and transactions involving derivatives of our common stock
by employees, officers or directors ●	Limited and modest perquisitesNo strict benchmarking of compensation to a specific percentile of our compensation peer group ●No dividend payments on unvested awards

What We Don’t Do6
●	No “single trigger” change of control benefits
●	No post-termination retirement- or pension-type non-cash benefits or perquisites for our executive officers that are not available to our employees generally
●	No tax gross-ups for change of control benefits

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Corporate Governance at Splunk

Election of Directors The Board recommends a vote “FOR” each of the nominees named below.

Our Fiscal 2016 NEO Paybusiness affairs are managed under the direction of our Board, which is currently composed of 11 members. Ten of our 11 director nominees and continuing directors are independent directors within the rules of The Nasdaq Stock Market. Our Board is divided into three classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which he or she is elected and until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. There are no family relationships among our directors or executive officers.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

In an uncontested election, directors are elected by a majority vote. This means that in order for a nominee to be elected in an uncontested election, the number of votes cast “For” such nominee’s election must exceed the number of votes cast “Against” that nominee’s election. Broker non-votes and abstentions will have no effect on the outcome of such election. In addition to the majority vote standard for director elections, we have a director resignation policy described in “Other Matters—Questions and Answers About the Proxy Materials and Our 2023 Annual Meeting.”

In light of the individual qualifications and experience of each of our director nominees, and the contributions that our nominees have made to our Board, our Board has recommended that each of our director nominees be elected by our stockholders. Biographies of all our directors are set forth below under “Nominees for Director” and “Continuing Directors.”

Board Composition

Considerations in Evaluating Director Nominees

Our Board follows an annual director nomination process that promotes the thoughtful and in-depth review of overall Board composition and director nominees throughout the year. At the beginning of the process, the Governance & Sustainability Committee reviews current Board composition and any specific characteristics desired for future director candidates. In its review of incumbent director candidates, the Governance & Sustainability Committee evaluates any changes in circumstances that may impact their candidacy and considers information from the Board evaluation process, including review of contributions and performance of each director. Upon a recommendation from the Governance & Sustainability Committee, the Board considers and approves the nomination of director candidates for election at the annual meeting of the stockholders. See “Board Refreshment and Succession Planning” below for a discussion of the characteristics identified in the most recent director searches.

In evaluating director candidates and considering incumbent directors for nomination to the Board, the Governance & Sustainability Committee expects certain minimum qualifications and takes into consideration key factors, experiences, qualifications and skills that are relevant to the Board’s work and the Company’s strategy and strengthen the current Board’s mix of skills.

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Corporate Governance at Splunk

The Governance & Sustainability Committee requires the following showsminimum qualifications to be satisfied by any nominee for a position on the breakdownBoard:

Highest personal and professional ethics & integrity

Complementary skills to those of existing Board

Understanding of fiduciary duties

Proven achievement in nominee’s field

Sound     business judgment

Ability to assist management and significantly contribute to our success

Commitment of   time and energy

Key factors the Governance & Sustainability Committee considers when selecting directors and refreshing the Board (in addition to the current size and composition of reported fiscal 2016 compensation for our CEO, our former CEOthe Board and allthe needs of the Board and its committees) include:

	Age and Tenure – While the Board does not have term limits, the Board seeks to establish appropriate levels of director turnover. New perspectives and new ideas are critical to an engaged forward-looking and strategic Board, as are the benefits of the valuable experience and familiarity that longer-serving directors offer.
	Diversity – Our Corporate Governance Guidelines reflect our commitment to Board diversity, by explicitly stating the Board’s commitment to include qualified diverse candidates (with diversity including gender, race and ethnicity) in the pool from which nominees are considered. We believe that the judgment and perspective offered by a diverse board of directors improves the quality of decision making and enhances the Company’s business performance. We also believe such diversity can help the Board respond more effectively to the varying needs of our customers, stockholders, workforce and other stakeholders.
	Experience – The Governance & Sustainability Committee strives for a Board that spans a range of expertise and perspective in areas relevant to the Company’s business, strategic vision, governance and operating and innovation environment.
	Full-time employment/Directorships – The Governance & Sustainability Committee takes into consideration employment status and whether the director holds a current operating role or is retired, as well as the number of other public company boards on which the director serves to evaluate whether the nominee can commit the time and energy necessary to diligently carry out his or her fiduciary responsibilities and meaningfully contribute to the Company.
	Independence – Having an independent Board is a core element of our governance philosophy. Our Corporate Governance Guidelines provide that a majority of our directors will be independent as defined under the rules of The Nasdaq Stock Market.

The Governance & Sustainability Committee also considers and evaluates other NEOs. These charts illustrate the predominance of long-term equity incentives and performance-based componentsfactors it deems to be in our regular executive compensation program. We believeand our stockholders’ best interests. The Governance & Sustainability Committee does not pre-assign weighting or priority to any of these components provide a compensation packagefactors.

The Governance & Sustainability Committee reviews with the Board on an annual or more frequent basis the director skills and experience qualifications that helps attract and retain qualified individuals, links individual performanceit believes are desirable to Company performance, focuses the efforts of our NEOs and other executive officersbe represented on the achievementBoard. The Board and the Governance & Sustainability Committee believe that the collective experiences and qualifications of both our short-term andthe directors allow the Board to best fulfill its responsibilities to the long-term objectives and aligns the interests of our executive officersstockholders. Subject to the requirements set forth below in “Agreement with those of our stockholders.Silver Lake” on page 11, the Governance & Sustainability Committee has full discretion in considering potential candidates and making its nominations to the Board.

CEO*8	Former CEO*

All Other NEOs*

*	Percentages rounded to the nearest whole number.
**	Other refers to all other compensation such as spousal travel expenses and tax gross-ups associated with attendance to our annual sales achievement event, premium long-term disability benefits and a discretionary contribution to the 401(k) plan accounts of eligible participants, as reported in the Summary Compensation Table.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR 2016 ANNUAL MEETING

The information provided in the “question and answer” format belowBelow is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

What matters am I voting on?

You will be voting on:primary experience, qualifications and skills that our director nominees and continuing directors bring to the Board:

●Capability				Description		Number of directors with the electioncapability
		Technology and security infrastructure		Deep insight in technology infrastructure, business prioritization, customer drivers and cybersecurity risk
		Scaling a SaaS business		Experience growing successful SaaS companies, reaching scale and maturity
		Investment		Experience creating long-term value through investment, acquisitions and growth strategies
		CEO experience		Expertise shaping strategy, performance, prioritization and scale leadership
		Cloud transformation		Deep knowledge in technology architecture, including SaaS, cloud-based platforms, integrated solutions and customers’ data journey
		Sales		Experience building global sales capability for cloud services and enterprise software
		Marketing		Marketing and brand-building capability in rapidly changing industries, including new markets and opportunities for innovation and disruption
		Key customer segment insight		Depth of three Class Iinsight into current and potential target markets and geographies
		Finance		Financial expert with expertise in financial strategy, accounting and reporting
		People and compensation		Expertise in aligning company culture, performance, reward and talent with strategy, as well as remote and flexible work strategies
		Governance, risk and compliance		Experience in public company corporate governance, privacy, compliance, policy, activism and creating long term sustainable value

Strong capability

Moderate capability

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Director Diversity

We are committed to continuously evolving and enhancing our disclosures about Board diversity in response to feedback from stockholders and other stakeholders. The information below about our director nominees and continuing directors is being presented in compliance with Nasdaq’s new disclosure format requirements, based on each director’s self-identification.

Board Refreshment and Succession Planning

The Governance & Sustainability Committee, together with our Board, practices a long-term approach to Board refreshment. The Governance & Sustainability Committee employs a variety of methods to identify, consider and evaluate potential Board candidates with the goal of evolving the composition of our Board in line with the strategic needs of the Company. As the Company innovates, implements new technologies and enters new markets, its business model may require directors with new or different skill sets. Our succession planning process takes the Company’s evolution into account to ensure the Board remains a strategic asset capable of addressing the risks, trends and opportunities that the Company will face in the future.

The following describes the Company’s selection process for new directors:

Source Candidate from		In-Depth Review and Oversight		Meeting with Candidate			Recommend Selected Candidate for Appointment to our Board			Review and Appointment
●Independent Search Firm ●Stockholders ●Independent Directors ●Our Management Team		by the Governance & Sustainability Committee ●Consider skills mix and needs ●Consider diversity screen qualifications ●Review independence and potential conflicts		●Chair ●CEO ●CFO ●CLO ●Chair of each committee ●Opportunity for all other directors to hold office until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified;  meet						by full Board
●	a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2017;
●	an advisory vote to approve the compensation of our named executive officers, as described in this proxy statement; and
●	any other business that may properly come before the meeting.						Select Director 6 new directors since 2021

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How doesThis past year, as part of the Board recommend I vote on these proposals?

Thesuccession planning and refreshment process, and in line with its multi-year view of potential director departures and leadership changes, the Governance & Sustainability Committee, together with the Board, recommends a vote:

Who is entitled to vote?

Holdersdiscussed the Board’s future composition needs. This discussion included the desired skills and attributes of successors for long-tenured directors, as well as successors for the Chair of our common stockBoard (the “Chair”) and committee chairs. It also took into account the current and long-term needs of our business and the skills composition of our Board and our committees. Through this process we identified a sitting CEO of a technology company with experience scaling enterprises, an individual with financial expertise and a senior executive with go-to-market experience as important priorities for overall Board composition. In October 2022 we appointed Richard Wallace, President and Chief Executive Officer of KLA Corporation to our Board. Mr. Wallace brings significant organizational and operational leadership skills, as well as a deep understanding of business operations, strategic planning and scaling enterprises. In addition, in September 2022, we entered into a confidentiality and standstill agreement with Hellman & Friedman LLC (“H&F”) in connection with their open market purchases of a significant stake in Splunk. Following discussions with H&F and engagement with their team, including their Partner, David Tunnell, the Governance and Sustainability Committee determined that Mr. Tunnell offered important perspectives as an equity investor and investment professional. Accordingly, in October 2022, we appointed Mr. Tunnell to our Board. More recently, the Governance & Sustainability Committee worked with a third-party search firm to identify candidates with go-to-market experience and in April 2023 we appointed Yamini Rangan, President and Chief Executive Officer of HubSpot, Inc. to our Board. Ms. Rangan brings extensive experience in product marketing, sales and strategy, including customer-facing roles at technology companies.

Other changes to our Board and committee composition since the 2022 annual meeting of stockholders include: the departures of Sara Baack and Stephen Newberry in December 2022 and Sean Boyle in March 2023; the appointment of Mr. Smith and then Ms. Steele as chair of the closeGovernance & Sustainability Committee; the appointment of business on April 15, 2016 (the “Record Date”), may vote atMessrs. Hao and Wallace to the Annual Meeting. AsTalent & Compensation Committee; the appointment of Mr. Smith as chair of the Record Date, we had 132,535,279Talent & Compensation Committee; the appointment of Mr. Tunnell to the Audit Committee; the appointment of Mr. Visoso as chair of the Audit Committee; and the appointment of Ms. Rangan to the Governance & Sustainability Committee.

Agreement with Silver Lake
On June 22, 2021, in connection with the issuance to Silver Lake Alpine, L.P., Silver Lake Alpine (Offshore Master), L.P. and Silver Lake Partners VI, L.P. (collectively, “Silver Lake”) of $1,000,000,000 in aggregate principal amount of the Company’s 0.75% Convertible Senior Notes due 2026 (the “Notes”), the Company entered into an investment agreement (the “Investment Agreement”) with Silver Lake. The Investment Agreement provides that so long as certain conditions are met, Silver Lake will have the right to designate a director nominee for election to the Board, which is Mr. Hao, and also provides certain standstill provisions and transfer restrictions with respect to the Notes. In addition, Silver Lake has agreed to vote any shares of common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one votebeneficially owned by it, which for each share ofthese purposes includes only common stock held on the Record Date. We do not have cumulative voting rights for the election of directors.

Registered Stockholders. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy cardissued upon conversion or to vote in person at the Annual Meeting.

Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, or a street name stockholder, and the Notice was forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since beneficial owners are not the stockholders of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy. If you request a printed copyrepurchase of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction card for you to use to direct your broker, bank or other nominee how to vote your shares.

How do I vote?

If you are a registered stockholder, you may:

If you are a street name stockholder, you will receive instructions from your broker, bank or other nominee. The instructions from your broker, bank or other nominee will indicate if the various methods by which you may vote, including whether Internet or telephone voting, are available.

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Can I change or revoke my vote?

Yes. Subject to any rules your broker, bank or other nominee may have, you can change your vote or revoke your proxy before the Annual Meeting.

If you are a registered stockholder, you may change your vote by:

If you are a registered stockholder, you may revoke your proxy by providing our Corporate Secretary with a written notice of revocation prior to your shares being voted at the Annual Meeting. Such written notice of revocation should be hand delivered to Splunk’s Corporate Secretary or mailed toCompany-nominated directors and received by Splunk Inc. prior to the Annual Meeting at 250 Brannan Street, San Francisco, California 94107, Attention: Corporate Secretary.

If you are a street name stockholder, you may change your vote by:

If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your shares to find out how to revoke your proxy.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. The persons named in the proxy have been designated as proxy holders. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be votedotherwise in accordance with the recommendations of our Boardthe Board. However, as described above. If any matter not described inof the date of this proxy statement, is properly presented atSilver Lake has not converted any of the Annual Meeting,Notes into shares, and therefore has no shares related to the proxy holders will use their own judgmentNotes subject to determine howthis agreement to vote your shares. Ifvote. For further information regarding the Annual Meeting is adjourned, the proxy holders can vote your sharesInvestment Agreement, including a description of certain obligations and restrictions binding on the new meeting dateparties, as well unless you have properly revoked your proxy, as described above.

Why did I receive a notice regardingcopy of such Investment Agreement, please refer to the availability of proxy materialsCompany’s Current Report on the Internet instead of a full set of proxy materials?

In accordanceForm 8-K filed with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement on June 22, 2021, and our annual report to our stockholders, primarily via the Internet. On or about April 27, 2016, we mailed to our stockholders the Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the Annual Meeting, and how to request printed copies of the proxy materials and annual report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impactsee Note 7 “Convertible Senior Notes” of our annual meetings and keepconsolidated financial statements included in our Annual Meeting process efficient.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Bylaws and Delaware law. The presence, in person or by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the meeting will constitute a quorum at the meeting. A proxy submitted by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted (“stockholder withholding”) with respect to a particular matter. Similarly, a broker may not be permitted to vote stock (“broker non-vote”) held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock. See “How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?” below. The shares subject to a proxy that are not being voted on a particular matter because of either stockholder withholding or broker non-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum.

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How many votes are needed for approval of each matter?

What happens if a director nominee who is duly nominated does not receive a majority vote?

The Board nominates for election or re-election as director only candidates who have tendered, in advance of such nomination, an irrevocable, conditional resignation that will be effective only upon both (i) the failure to receive the required vote at the next annual meeting of stockholders at which they face re-election and (ii) the Board’s acceptance of such resignation. In an uncontested election, the Board, after taking into consideration the recommendation of the Nominating and Corporate Governance Committee, will determine whether or not to accept the pre-tendered resignation of any nominee for director who receives a greater number of votes “Against” such nominee’s election than votes “For” such nominee’s election. In the event of a contested election, the director nominees who receive the largest number of votes cast “For” their election will be elected as directors.

How are proxies solicited for the Annual Meeting?

The Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy materials to you, if a broker or other nominee holds your shares.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter—the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Your broker will not have discretion to vote on the other matters submitted for a vote absent direction from you as they are “non-routine” matters.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Splunk or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Current Report on Form 8-K to be filed with10-K for the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to include them in such Current Report on Form 8-K, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as final results become available.fiscal year ended January 31, 2023.

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I share an address with another stockholder, and we received multiple copies of the proxy materials. How may we obtain a single copy of the proxy materials?

Stockholders who share an address and receive multiple copies of our proxy materials can request to receive a single copy in the future. To receive a single copy of the Notice and, if applicable, the proxy materials, stockholders may contact us as follows:

Splunk Inc.
Attention: Investor Relations
250 Brannan Street
San Francisco, California 94107
(415) 848-8400

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.Nominees for Director

10      Patricia Morrison Independent Former EVP, Customer Support Services, and CIO of Cardinal Health Age 63 Director Since 2013 Splunk Committee(s): Audit Committee; Cybersecurity & Data Responsibility Committee

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CORPORATE GOVERNANCE AT SPLUNK

PROPOSAL 1: ELECTION OF DIRECTORS OurMs. Morrison has had an extensive career serving in executive leadership positions. As a former Chief Information Officer and Chief Executive Officer, with expertise in information technology and business affairs are managed undermanagement and operations, Ms. Morrison brings a deep understanding of the directionchallenges and opportunities presented by data and is skilled in transforming and scaling organizations. Ms. Morrison also has extensive experience in governance and risk management across a broad range of industries. Patricia Morrison has served as a member of our Board whichsince 2013. Ms. Morrison was Executive Vice President, Customer Support Services and Chief Information Officer at Cardinal Health, Inc., a provider of healthcare services, from 2009 to 2018. Prior to joining Cardinal Health, Ms. Morrison was Chief Executive Officer of Mainstay Partners, a technology advisory firm, from 2008 to 2009, and Executive Vice President and Chief Information Officer at Motorola, Inc., a designer, manufacturer, marketer and seller of mobility products, from 2005 to 2008. Her previous experience also includes Chief Information Officer of Office Depot, Inc. and senior-level information technology positions at PepsiCo, Inc., The Quaker Oats Company, General Electric Company and The Procter & Gamble Company. Ms. Morrison has served as a member of the board of directors of Baxter International Inc., a global medical products company, since 2019. Ms. Morrison previously served as a member of the board of directors of Aramark, a global provider of food, facilities and uniform services, from 2017 to 2019, and Virtusa Corporation, a global provider of digital strategy, digital engineering, and IT services and solutions, from 2020 to 2021. Ms. Morrison holds a B.A. and B.S. from Miami University in Oxford, Ohio.		Ms. Morrison brings the following primary experiences, qualifications and skills to the Board:

David Tunnell Independent Partner, Hellman & Friedman LLC Age 52 Director Since 2022 Splunk Committee(s): Audit Committee		Mr. Tunnell is currently composeda partner of ten members. Eighta private investment firm, with over 25 years of financial expertise. He has evaluated and led investments in many software and technology companies, including Splunk. Mr. Tunnell provides important shareholder perspective, deep risk management experience and regulatory and compliance acumen. He also has experience as a member of the board of directors of other private companies. David Tunnell has served as a member of our directors are independent withinBoard since 2022. Since 2003, Mr. Tunnell has served as a Partner at Hellman & Friedman LLC, a private investment firm he originally joined in 1994. Mr. Tunnell holds an A.B. from Harvard University and an M.B.A from Harvard Business School.		Mr. Tunnell brings the meaningfollowing primary experiences, qualifications and skills to the Board:

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General Dennis Via Independent Executive Vice President, Booz Allen Hamilton and Retired Four-Star U.S. Army General Age 65 Director Since 2020 Splunk Committee(s): Cybersecurity & Data Responsibility Committee		General Via (ret) has more than 40 years of military and public sector service in senior leadership positions, with many years of information technology expertise. He has an extensive background in cybersecurity and data infrastructure and a deep understanding of U.S. government and other public sector clients. General Via (ret) provides valuable insights into today's evolving threat environment. General Dennis L. Via, US Army, Retired, has served as a member of our Board since 2020. General Via (ret) has served as an Executive Vice President for Corporate Engagement and a member of the independent director rulesGlobal Defense Sector leadership team since 2021, an Executive Vice President in the Global Defense Group’s Joint Combatant Command from 2018 to 2021 and a fellow for Defense Futures since 2017 at Booz Allen Hamilton Inc., a management and information technology consulting firm, and prior to this role, he served as Senior Executive Advisor from 2017 to 2018. Prior to joining Booz Allen, he served in the United States Army from 1980 to 2016, holding multiple command and senior leadership positions, including as the Commander of the U.S. Army Materiel Command from 2012 to 2016 and retiring as a four-star General. He holds a B.S. from Virginia State University and a Master of Education from Boston University.		General Via (ret) brings the following primary experiences, qualifications and skills to the Board:

NOMINEES FOR DIRECTOR

bachelor’s degree from Tecnológico de Monterrey.		Mr. Visoso brings the following primary experiences, qualifications and skills to the Board:

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Continuing Directors

		Mr. Carges brings the following primary experiences, qualifications and skills to the Board:

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CONTINUING DIRECTORS

		Amy Chang has served as a member of our Board since 2015. Since 2013, Ms. Chang has been CEO and Founder of Accompany, Inc., a relationship intelligence platform company. Prior to founding Accompany, Ms. Chang was with Google Inc., an Internet services and products company, from 2005 to 2012, most recently serving as Global Head of Product, Google Ads Measurement and Reporting. Prior to joining Google, Ms. Chang held product management and strategy positions at eBay Inc., an e-commerce company, from 2003 to 2005. She also served as a consultant with McKinsey & Company, specializing in semiconductors, software and services. Ms. Chang served on the board of directors of Informatica from 2012 to 2015, and on the digital advisory council of Target Corporation from 2013 to 2016. Ms. Chang holds a B.S. and an M.S. from Stanford University. Ms. Chang possesses specific attributes that qualify her to serve as a director, including her expertise and experience in the software industry and professional experience serving in leadership positions at various technology companies.
Amy Chang Independent Chief Executive Officer and Founder of Accompany Director Since2015 Splunk Committee(s): Nominating and Corporate Governance Committee

		Patricia Morrison has served as a member of our Board since 2013. Since 2009, Ms. Morrison has served as Executive Vice President, Customer Support Services and Chief Information Officer at Cardinal Health, Inc., a provider of healthcare services. Prior to joining Cardinal Health, Ms. Morrison was Chief Executive Officer of Mainstay Partners, a technology advisory firm, from 2008 to 2009, and Executive Vice President and Chief Information Officer at Motorola, Inc., a designer, manufacturer, marketer and seller of mobility products, from 2005 to 2008. Her previous experience also includes Chief Information Officer of Office Depot, Inc. and senior-level information technology positions at PepsiCo, Inc., The Quaker Oats Company, General Electric Company and The Procter & Gamble Company. Ms. Morrison also previously served on the board of directors for JoAnn Stores, Inc. and SPSS, Inc. Ms. Morrison holds a B.A. and B.S. from Miami University in Oxford, Ohio. Ms. Morrison possesses specific attributes that qualify her to serve as a director, including her information technology expertise and professional experience as an executive of other public companies.
Patricia Morrison Independent EVP, Customer Support Services, and CIO of Cardinal Health Director Since2013 Splunk Committee(s): Audit Committee

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		John Connors has served as a member of our Board since 2007. Since 2005, Mr. Connors has been a managing partner at Ignition Partners, LLC, a venture capital firm. Prior to joining Ignition Partners, Mr. Connors served in various management positions at Microsoft Corporation, a technology company, from 1989 to 2005, including most recently as Senior Vice President and Chief Financial Officer from 1999 to 2005. Mr. ConnorsHao has served as a member of the board of directors of NIKE, Inc.SolarWinds Corporation, an IT infrastructure management software company, since 2005.2016. Mr. Connors holds a B.A. from the University of Montana. Mr. Connors possesses specific attributes that qualify him to serve as a director, including his substantial experience as an investment professional in the business software and services industry and his experience as an executive in the software industry and as a member ofHao previously served on the board of directors of Broadcom Inc., a global technology leader in semiconductor and auditinfrastructure software solutions, from 2016 to 2018, SMART Global Holdings, Inc., a provider of specialty memory, storage and finance committee ofhybrid solutions, from 2011 to 2021, and NortonLifeLock Inc., a Fortune 500 company.global leader in consumer cyber safety, from 2016 to 2022. Mr. Connors alsoHao holds an A.B. from Harvard College.		Mr. Hao brings historical knowledge of our businessthe following primary experiences, qualifications and continuityskills to the Board, as well as accounting experience and financial expertise. Board:
John Connors Lead Independent Director Managing Partner at Ignition Partners Director Since2007 Splunk Committee(s): Audit Committee; Nominating and Corporate Governance Committee

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Yamini Rangan Independent President and CEO of HubSpot, Inc. Age 49 Director Since 2023 Splunk Committee(s): Governance & Sustainability Committee		Douglas Merritt has served Ms. Rangan serves as our President, CEO and a member of our Board since 2015. He served as our Senior Vice President of Field Operations from 2014 to 2015. Prior to joining us, Mr. Merritt served as Senior Vice President of Products and Solutions Marketing at Cisco Systems, Inc., a networking company, from 2012 to 2014. From 2011 to 2012, he served as Chief Executive Officer of Baynote, Inc.,and director at a behavioral personalization and marketing technology company. Previously, Mr. Merritt served in a number of executive roles and as a member of the extended Executive Board at SAP A.G., an enterprise software company from 2005with extensive experience scaling high-growth companies in the technology industry. She brings more than 25 years of experience in product marketing, sales and strategy, including customer-facing roles at technology companies. In addition, Ms. Rangan brings valuable insights into evolving company culture to 2011. From 2001 to 2004, Mr. Merritt served as Group Vice Presidentscale and General Manager of the Human Capital Management Product Division at PeopleSoft Inc. (acquired by Oracle Corporation), a software company. He also co-founded and served as Chief Executive Officer of Icarian, Inc. (since acquired by Workstream Corp.), a cloud-based company, from 1996 to 2001. Mr. Merritt holds a B.S. from The University of the Pacific in Stockton, California. Mr. Merritt possesses specific attributes that qualify him to serve as a director, including the knowledge and perspective he brings through hishas experience as our former Senior Vice President of Field Operations and his experience as a public company executive and as a member of the board of directors of private companies in the enterprise software industry.
Douglas Merritta public company. President and CEO of Splunk Director Since2015 Splunk Committee(s): None
		Stephen NewberryYamini Rangan has served as a member of our Board since 2013. Mr. Newberry has been a director of Lam Research Corporation, a supplier of wafer fabrication equipment and services, since 2005, and2023. Ms. Rangan has served as the chairmanPresident, CEO and Director of the board of Lam ResearchHubSpot, Inc., a customer relationship management software company, since 2012. He2021 and previously served as Lam Research’s Chief ExecutiveCustomer Officer, from 2005January 2020 to 2011, President from 1998 to 2010, and Chief Operating Officer from 1997 to 2005.September 2021. Prior to joining Lam Research, Mr. Newberry heldHubSpot, she served as Chief Customer Officer of Dropbox, Inc., a cloud-based storage and collaboration company, from August 2018 to January 2020, and as Vice President, Business Strategy and Operations, from 2016 to 2018. Prior to joining Dropbox, Ms. Rangan served in various executive positionssenior leadership roles at Applied Materials,Workday, Inc., a provider of manufacturing solutionsenterprise cloud applications for the semiconductor, flat panel displayfinance and solar industries. Mr. Newberry served on the board of directors of Nanometrics Incorporated, a provider of process control metrology and inspection systems,human resources, from 2011 to 2015. Mr. Newberry2015, Appirio, Inc., an information technology consulting company (acquired by Wipro Limited in 2016), from 2009 to 2011 and SAP SE, a multinational software company, from 2004 to 2008. Ms. Rangan holds a B.S. from Bharathiar University, an M.S. from Clemson University and an M.B.A. from the United States Naval AcademyUniversity of California, Berkeley.		Ms. Rangan brings the following primary experiences, qualifications and completed an executive education programskills to the Board:

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		Graham SmithElisa Steele has served as a member of our Board since 2011. 2017. Ms. Steele previously served as Chief Executive Officer of Namely, Inc., a financial and human capital management software company, from 2018 to 2019. Prior to joining Namely, Ms. Steele served as Chief Executive Officer and President of Jive Software, Inc., a collaboration software company (acquired by Aurea Software, Inc.), from 2015 to 2017, and was a member of the executive leadership team since 2014. Prior to joining Jive Software, Ms. Steele served as Chief Marketing Officer and Corporate Vice President, Consumer Apps & Services at Microsoft Corporation, a worldwide provider of software, services and solutions, and Chief Marketing Officer of Skype, an Internet communications company, from 2012 to 2014. Ms. Steele also has held executive leadership positions at Yahoo! Inc. and NetApp, Inc. Ms. Steele has served as a member of the board of directors of JFrog Ltd., an enterprise software company, since 2020, Bumble Inc., an online dating and social networking platform, since 2020, Procore Technologies, Inc., a provider of cloud-based construction management software, since 2020, and Amplitude, a product analytics software provider, since 2021. Ms. Steele previously served on the board of directors of Cornerstone OnDemand, Inc., a learning and human capital management software company, from 2018 to 2021. Ms. Steele holds a B.S. from the University of New Hampshire and an M.B.A. from San Francisco State University.		Ms. Steele brings the following primary experiences, qualifications and skills to the Board:

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		Mr. Smith brings the following primary experiences, qualifications and skills to the Board:

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Gary Steele Godfrey Sullivan has served President and CEO of Splunk Age 60 Director Since 2022 Splunk Committee(s): None		Mr. Steele serves as our non-executive ChairmanChief Executive Officer and has in-depth knowledge of our strategies, operations and culture. In addition, he has extensive prior operational, strategic, organizational and commercial leadership experience as a Chief Executive Officer and in various leadership roles within the Board since 2015. Previously, hesoftware industry. He brings over three decades of experience in scaling software businesses and leverages his cybersecurity expertise, deep understanding of sales strategies and commitment to driving innovation and customer success on a global scale. Mr. Steele also provides valuable perspective as a result of his service on other public company boards. Gary Steele has served as our President, CEO and as a member of our Board from 2008 to 2015, and as our Chairman from 2011 to 2015.since 2022. Prior to joining us, Mr. Sullivan was with Hyperion Solutions Corporation, a performance management software company acquired by Oracle Corporation, from 2001 to 2007, whereSplunk, he served in various executive roles, most recently as PresidentCEO and Chief Executive Officer,a director of Proofpoint, Inc., a provider of security-as-a-service solutions, from 2002 to 2022, and served as a memberthe Chair of the board of directorsProofpoint from 2004 until 2007.2018 to 2021. From 1997 to 2002, Mr. SullivanSteele served as Chief Executive Officer of Portera Systems Inc., a software company. Before Portera, Mr. Steele served as the vice president and general manager of the Middleware and Data Warehousing Product Group at Sybase, Inc., an enterprise and mobile software company. Mr. Steele also served in business development, marketing, and engineering roles at Sun Microsystems, Inc. and Hewlett-Packard Company, computer, computer software and information technology companies. Mr. Steele has served as a member of the board of directors of Citrix Systems,Upwork Inc., an enterprise software company,a talent freelancing platform, since 2005.2018. Mr. SullivanSteele previously served on the board of directors of Informatica Corporation, a data integration software provider. Mr. Sullivan holds a B.B.A. from Baylor University. Mr. Sullivan possesses specific attributes that qualify him to serve as a director, including the perspective and experience he brings as our former CEO and his experience as an executive and as a member of the board of directors of other companiesVonage Holdings Corp., a cloud communications provider, from 2016 to 2021. Mr. Steele holds a B.S. from Washington State University.		Mr. Steele brings the following primary experiences, qualifications and skills to the Board:

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CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES

The Nominating and Corporate Governance Committee uses a variety of methods to identify and evaluate director nominees. In its evaluation of director candidates, the Nominating and Corporate Governance Committee will consider the current size and composition of the Board and the needs of the Board and its committees. Some of the qualifications that the Nominating and Corporate Governance Committee considers include:

The Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. The Nominatingand Corporate Governance Committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.

The Nominating and Corporate Governance Committee requires the following minimum qualifications to be satisfied by any nominee for a position on the Board:

●	the highest personal and professional ethics and integrity;
●	proven achievement and competencethis role, Mr. Wallace served in the nominee’s field;
●	the abilityvarious leadership roles at KLA, including as Chief Operations Officer from July 2005 to exercise sound business judgment;
●	skills that are complementary to thoseDecember 2005, Executive Vice President of the existing Board;
●	the abilityCustomer Group from May 2004 to assistJuly 2005, and support our management team and make significant contributions to our success; and
●	an understandingExecutive Vice President of the fiduciary responsibilities that are requiredWafer Inspection Group from July 2000 to May 2004. Prior to joining KLA, he served in engineering roles at Ultratech Stepper, Inc., a supplier of equipment to global semiconductor fabrication plants, Cypress Semiconductor Corporation, a semiconductor design and manufacturing company, and Procter & Gamble, a consumer goods company. Mr. Wallace previously served as a member of the Boardboard of directors of Proofpoint, Inc., a provider of security-as-a-service solutions, from 2017 to 2021, and NetApp, Inc., a storage and data management company, from 2011 to 2019. Mr. Wallace holds a B.S. from the commitmentUniversity of timeMichigan and energy necessaryan M.S. from Santa Clara University.		Mr. Wallace brings the following primary experiences, qualifications and skills to diligently carry out those responsibilities.the Board:

The Board believes that the Board should be a diverse body. In making determinations regarding nominations of directors, the Nominating and Corporate Governance Committee considers diversity of race, ethnicity, gender, age, cultural background and professional experience. The Nominating and Corporate Governance Committee also considers these and other factors as it oversees the Board and committee evaluations. The Board

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believes that diversity contributes to more effective decision-making and ultimately to the success of our customers and stockholders.

Ensuring the Board is composed of directors who provide a range of expertise and perspective in areas relevant to the Company’s business, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of stockholders, is a top priority of the Board and the Nominating and Corporate Governance Committee. In the last few years, three new directors have been elected; two are women, one is a minority group member, all have served in technology leadership positions at various companies, and one has served as an executive in a Fortune 50 company.

In addition, while the Board does not have term limits, the Board believes that a certain amount of director turnover is to be expected and desirable. The Board believes that new perspectives and new ideas are critical to a forward-looking and strategic Board as is the ability to benefit from the valuable experience and familiarity that longer-serving directors bring. The average tenure for our current directors is approximately five years.

The Board uses the services of a third-party search firms to help it identify, screen, interview and conduct background investigations of potential director candidates.

STOCKHOLDER RECOMMENDATIONS AND NOMINATIONS TO THE BOARD

The Nominating and Corporate Governance Committee will consider candidates for directors recommended by stockholders. The Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our policies and procedures for director candidates, as well as the nominee criteria described above. This process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Stockholders holding at least one percent of our fully diluted capitalization continuously for at least 12 months wishing to recommenda candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stock and a signed letter from the candidate confirming willingness to serve on our Board. The Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors.

DIRECTOR INDEPENDENCE

Our common stock is listed on The NASDAQNasdaq Global Select Market. Under the rules of The NASDAQNasdaq Stock Market, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of The NASDAQ Stock Market require that,directors, and subject to specified limited exceptions, each memberall members of a listed company’sits audit, compensation, and nominating and corporate governance committees must be independent. Under thethose rules, of The NASDAQ Stock Market, a director is independent only if a company’s board of directors makes an affirmative determination that the director has no material relationship with the company that would impair his or her independence.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Compensation committee members must also satisfy the independence criteria set forth under the rules of The NASDAQ Stock Market. In order for a member of a listed company’scompensation committee to be considered independent for purposes of the rules of The NASDAQ Stock Market, the listed company’s board of directors must consider all factors specifically relevant to determine whether a director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including but not limited to: (1) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (2) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our Board has undertaken a review of the independence of each director. In making this determination, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock of each non-employee director, as well as relationships that our directors may have with our customers and vendors. Based on this review, our Board has determined that Mses. Chang and Morrison and Messrs. Carges, Connors, Hornik, Neustaetter, NewberryHao, Smith, Tunnell, Visoso and Smith, representing eight of our ten directors,Wallace, Mses. Morrison, Rangan and Steele and General Via (ret) are “independent”“independent directors” as that term is defined under the rules of The NASDAQNasdaq Stock Market for purposes of serving on our Board and committees of our Board.

2016 Proxy Statement     15Stockholder Recommendations

The Governance & Sustainability Committee will consider candidates for director recommended by stockholders holding at least one percent of our fully diluted capitalization continuously for at least 12 months. The Governance & Sustainability Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our policies and procedures for director candidates, as well as the nominee criteria described above. This process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Stockholders meeting the applicable requirements who wish to recommend a candidate for

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THE BOARD’S ROLE AND RESPONSIBILITIESnomination should contact our Corporate Secretary in writing. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stock and a signed letter from the candidate confirming willingness to serve on our Board. The Governance & Sustainability Committee has discretion to decide which individuals to recommend for nomination as directors. We did not receive any stockholder recommendations in fiscal 2023.

Stockholder Nominations

Our Bylaws permit stockholders to nominate director candidates through proxy access for inclusion in our proxy statement.

PROXY ACCESS PROCESS

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a single stockholder, or group of up to 20 stockholders (or 25 stockholders, if our annual revenues are greater than $4 billion for the most recently completed fiscal year) owning 3% outstanding stock for at least 3 years consecutively			the individual or group may submit up to 20% (if there are 10 or more directors in office) or up to 25% (if there are nine or fewer directors in office) of the directors then in office, but in no case less than one nominee			stockholders and nominees who satisfy the requirements specified by our Bylaws are included in the proxy statement

To be timely for our 2024 annual meeting of stockholders, our Corporate Secretary must receive a stockholder’s notice of a proxy access nomination at our principal executive offices:

Advance Notice Procedures

Our Bylaws also permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described under “Other Matters—Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement.

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Board’s Role and Responsibilities

Stockholders elect the Board to oversee our management team and to serve stockholders’ long-term interests. In exercising their fiduciary duties, the Board represents and acts in the interests of our stockholders and is committed to strong corporate governance. The Board is deeply involved in the Company’s strategic planning process, risk oversight, human capital management, succession planning and selecting and evaluating the performance of our CEO.

Long-Term Strategic Planning

Our Board recognizes the importance of assuring that our overall business strategy is designed to create long-term, sustainable value for our stockholders. As a result, our Board maintains an active oversight role in helping our management team formulate, plan and implement the Company’s strategy. The Board and our management team routinely discuss the execution of our long-term strategic plans, the status of key initiatives and the key opportunities and risks facing the Company. At least annually, the Board participates in an in-depth review of the Company’s overall strategy with our management team. The Board and our management team discuss our industry and the competitive landscape, and the Company’s short- and long-term plans and priorities. In addition to our business strategy, the Board reviews the Company’s financial plan for the upcoming year, which is aligned to the Company’s long-term strategic plans and priorities.

Risk ManagementOversight

Risk is inherent with everyOur Board recognizes the importance of effective risk oversight in running a successful business and we face a numberin fulfilling its fiduciary responsibilities to the Company and our stockholders. Our Board is responsible for assuring that an appropriate culture of risk management exists within the Company and for setting the right “tone at the top,” overseeing our risk management programs and practices. This oversight responsibility includes areas such as strategic risks including strategic,(including risks related to product, go-to-market and sales strategies), competitive risks, financial business and operational,macroeconomic risks, brand and reputation risks, legal, and compliance and reputational. We have designedgovernance risks, geo-political risks, operational risks, ESG risks and implemented processes to managecybersecurity and technology risks.

Our Board exercises its risk inoversight responsibility both directly and through its four standing committees, each of which is delegated specific risks and keeps our operations.Board informed of its oversight responsibilities through regular reports by the committee chairs. Our management team is responsible for the day-to-day management of risks we face, while our Board, as a whole, and assisted by its committees, has responsibility for the oversightmembers of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by our management team are appropriateengage with the Board and functioning as designed.

Whileits four standing committees regularly regarding such risks. Throughout the year, our Board ultimately is responsibleand each committee spend a portion of their time reviewing and discussing specific risk topics.

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The following are the key oversight responsibilities of our Board and its committees: