UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 21, 2012
Splunk Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 000-35498 |
| 86-1106510 |
(State or other jurisdiction of |
| (Commission File Number) |
| (IRS Employer |
250 Brannan Street
San Francisco, California 94107
(Address of principal executive offices, including zip code)
(415) 848-8400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On April 21, 2012, the Compensation Committee of the Board of Directors of Splunk Inc. (the “Company”) approved and adopted a form of standard Stock Option Agreement (“Option Agreement”) and a form of standard Restricted Stock Unit Agreement (“RSU Agreement”) for use under the Company’s 2012 Equity Incentive Plan (the “Equity Plan”), as well as a form of subscription agreement (“Subscription Agreement”) for use under the Company’s 2012 Employee Stock Purchase Plan (the “ESPP”). The Company’s directors and executive officers are eligible to receive awards under the Equity Plan, and the Company’s executive officers are eligible to participate in the ESPP.
The forms of Option Agreement, RSU Agreement and Subscription Agreement are attached as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit |
| Description |
|
|
|
10.1+ |
| Form of Stock Option Agreement under the 2012 Equity Incentive Plan. |
10.2+ |
| Form of Restricted Stock Unit Agreement under the 2012 Equity Incentive Plan. |
10.3+ |
| Form of Subscription Agreement under the 2012 Employee Stock Purchase Plan. |
+ Indicates a management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SPLUNK INC. |
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|
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| By: | /s/ Leonard R. Stein |
|
| Leonard R. Stein Senior Vice President, General Counsel and Secretary |
Date: April 24, 2012
EXHIBIT INDEX
Exhibit |
| Description |
|
|
|
10.1+ |
| Form of Stock Option Agreement under the 2012 Equity Incentive Plan. |
10.2+ |
| Form of Restricted Stock Unit Agreement under the 2012 Equity Incentive Plan. |
10.3+ |
| Form of Subscription Agreement under the 2012 Employee Stock Purchase Plan. |
+ Indicates a management contract or compensatory plan.
