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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)

 

November 13, 2021

 

 

Splunk Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-35498 86-1106510

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

270 Brannan Street

San Francisco, California 94107

(Address of principal executive offices, including zip code)

 

(415) 848-8400

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.001 per share   SPLK   The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On November 15, 2021, Splunk Inc. (the “Company”) issued a press release that included preliminary unaudited financial information for the quarter ended October 31, 2021. A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.

 

The information under this Item 2.02, including the financial information for the quarter ended October 31, 2021 in the press release attached hereto as Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 13, 2021, the Company and Douglas Merritt, the Company’s President and Chief Executive Officer (“CEO”), mutually agreed to terms pursuant to which Mr. Merritt ceased to serve as CEO. Graham Smith, the Company’s current Chair of the Board of Directors (the “Board”), was appointed as the Company’s interim CEO. It is anticipated that Mr. Smith will serve as interim CEO until a permanent CEO is appointed, which is expected to be within the next 12 months.

 

Mr. Smith, age 61, has served as a member of our Board since 2011 and as Chair since 2019. Mr. Smith served in various leadership positions at salesforce.com, inc., a provider of enterprise cloud computing software, from 2007 to 2015, including as Chief Financial Officer and most recently as Executive Vice President. Prior to joining salesforce, Mr. Smith served as Chief Financial Officer at Advent Software Inc., a portfolio accounting software company, from 2003 to 2007. Mr. Smith has served as a member of the board of directors of BlackLine, Inc., a provider of cloud-based solutions for finance and accounting since 2015, Procore Technologies, Inc., a provider of cloud-based construction management software, since 2020, and Elliott Opportunity II Corp., a special purchase acquisition company, since 2021. Mr. Smith previously served on the boards of directors of Citrix Systems, Inc., an enterprise software company, from 2015 to 2018, MINDBODY, Inc., a cloud-based wellness services marketplace, from 2015 to 2019, Xero Limited, an online accounting software company, from 2015 to 2020, and Slack Technologies, Inc., a provider of cloud-based professional collaboration tools, from 2018 to 2021. Mr. Smith holds a B.Sc. from Bristol University in England and qualified as a chartered accountant in England and Wales.

 

Smith Offer Letter

 

The Company entered into an offer letter with Mr. Smith (the “Smith Offer Letter”), in connection with his appointment as interim CEO, effective as of November 13, 2021. The Board and Mr. Smith have agreed that Mr. Smith’s base salary for the term he serves as interim CEO is at a rate of $12,000,000 per year. Mr. Smith also will be entitled to participate in all employee benefit plans or programs of the Company generally available to any of its employees. Under the Smith Offer Letter, Mr. Smith is not eligible for any equity compensation or cash bonuses for his service as interim CEO.

 

There are no other arrangements or understandings between Mr. Smith and any other persons pursuant to which Mr. Smith was appointed as interim CEO of the Company. There are no family relationships between Mr. Smith and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The foregoing summary of the Smith Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Smith Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.

 

 

 

Board and Committee Changes

 

As a result of Mr. Smith’s appointment as interim CEO, the Board appointed Stephen G. Newberry as lead independent director. In addition, Mark Carges was appointed to the Audit Committee of the Board to replace Mr. Smith. All such changes were effective November 13, 2021.

 

A copy of the related press release announcing the CEO transition is attached hereto as Exhibit 99.1

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
  Description
     
10.1   Employment Offer Letter between the Company and Graham Smith, dated as of November 13, 2021
99.1*   Press Release issued by Splunk Inc. dated November 15, 2021.
104  

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL) document

 

*Furnished herewith

 

 

 

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.

 

    SPLUNK INC.
     
     
  By: /s/ Jason Child
    Jason Child
    Senior Vice President and Chief Financial Officer

 

Date: November 18, 2021

 

 

 

Exhibit 10.1

 

270 Brannan Street

San Francisco, CA 94107

 

 

 

November 13, 2021

 

Graham Smith

c/o Splunk Inc.

270 Brannan Street

San Francisco, CA

 

Dear Graham:

 

We are pleased that you have agreed to serve as the interim Chief Executive Officer of Splunk Inc. (“Splunk” or the “Company”), beginning November 13, 2021 and reporting to the Company’s board of directors (the “Board”). We anticipate that you will be in this role for less than one year as the Company searches for a non-interim Chief Executive Officer, and understand that you do not intend to pursue the non-interim Chief Executive Officer position. The terms set forth in this letter (the “Offer”) will govern your employment as interim Chief Executive Officer (the duration of your at-will employment as interim Chief Executive Officer, the “Term”).

 

1.            Compensation.

 

For this role, during the Term, you will be paid an annual base salary rate of $12,000,000, less applicable deductions and withholdings, payable on the Company’s standard payroll schedule. You will not receive any other compensation during the Term for this role, except as provided in the next sentence. During the Term, you will be eligible for the standard employee benefits applicable to full-time Company employees in the U.S., subject to the terms and conditions for such plans.

 

The compensation for this role was structured to be simple and to be less than the median CEO total direct compensation for the Company’s compensation peers (as determined by the independent consultant to the Compensation Committee of the Board).

 

Your current outstanding Splunk equity awards will continue to vest on their terms (based on your service as a member of the Board). You will not receive any other compensation as a director of the Company’s board during the Term, although any cash compensation you would be due for service as an non-employee board member already performed but that has not yet been paid will be paid to you promptly.

 

When the Term is complete and you return to your non-employee director role, your cash compensation as a director will begin again and, if that return occurs after the date of our next annual meeting, we expect that the Board will consider granting you a restricted stock unit award in an amount equal to an Annual Award (as defined under the Company’s Outside Director Compensation Statement, as amended from time to time) pro-rated for service as a member of the Board until the next annual meeting of stockholders and that such equity award will vest as though it was an Annual Award under the terms of the Outside Director Compensation Statement, as amended from time to time.

 

 

 

270 Brannan Street

San Francisco, CA 94107

 

 

 

2.            Confidentiality. As a condition of employment, you are required to sign and comply with the terms of the Company’s “Employee Invention Assignment and Confidentiality Agreement,” which is attached to this offer of employment.

 

3.            General Employment Matters.

 

(a)            At-Will Employment. During the Term, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any lawful reason or no reason, at any time, with or without prior notice and with or without.

 

(b)          Authorization to Work. As required by law, this offer of employment is contingent upon your providing legal proof of your identity and authorization to work in the United States within three (3) business days of starting your employment.

 

(c)          Policies. You acknowledge that you have read and will comply with all Company policies, guidelines and processes in effect throughout your employment with the Company (including those attached to this Offer). You acknowledge that the Company may implement, modify or revoke Company policies, guidelines and processes from time to time, and you agree to read and comply with each then-current policy, guideline and/or process.

 

(d)          Arbitration. You agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from your employment with the Company, shall be subject to arbitration in accordance with the provisions of the Arbitration Agreement attached hereto.

 

(e)          COVID-19 Vaccine. In accordance with mandates outlined in President Biden’s Path out of the Pandemic: COVID-19 Action Plan, the Offer is contingent upon your ability to provide proof of full vaccination as soon as practicable. Splunk provides reasonable medical or religious accommodations for eligible employees.

 

4.            Complete Agreement; Severability. You understand and agree that this offer of employment, along with the Employee Invention Assignment and Confidentiality Agreement, the Arbitration Agreement, and any other agreements referenced herein, form the complete and exclusive statement of your employment with the Company. This offer of employment can only be modified by a written agreement signed by you and the Board’s Lead Independent Director. If any provision of this Agreement is held to be invalid or unenforceable, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms shall remain in full force and effect and the invalid or unenforceable term shall be deemed replaced by a valid and enforceable term that comes closest to expressing the intention of such invalid or unenforceable term.

 

Please feel free to contact me if you have any questions.

 

 

 

270 Brannan Street

San Francisco, CA 94107

 

 

 

Best,

 

/s/Steve Newberry

Steve Newberry

Lead Independent Director

Splunk Inc.

 

Enclosures:

 

- Employee Invention Assignment and Confidentiality Agreement

- Arbitration Agreement

- Code of Business Conduct and Ethics

- Insider Trading Policy

- Anticorruption Compliance Policy and Guidelines

- U.S. Export Controls Compliance Policy Statement

 

Acceptance and Agreement

 

I have read, understand, agree to and shall comply with each of the terms and conditions as set forth above.

 

I further acknowledge that no promises or commitments have been made to me except as specifically set forth herein.

 

/s/ Graham Smith      
     
Signature of Graham Smith   Date: November 13, 2021

 

 

 

Exhibit 99.1

 

Splunk Announces CEO Transition

 

Doug Merritt Steps Down; Graham Smith, Splunk’s Chair, Named Interim CEO

 

Announces Strong Preliminary Fiscal 2022 Third Quarter Results,

Cloud ARR Surpasses $1 Billion

 

SAN FRANCISCO, November 15, 2021 – Splunk Inc. (NASDAQ: SPLK), a data platform leader, today announced that Graham Smith, Chair of Splunk’s Board of Directors, has been appointed interim Chief Executive Officer, effective immediately. Smith succeeds Doug Merritt, who is stepping down after having served as President and CEO for the past six years. Merritt will remain with the company in an advisory role to ensure a smooth transition and as the Board begins its search for Splunk’s next CEO.

 

“Splunk has evolved significantly since I joined the team nearly eight years ago, growing from $302 million in revenue in fiscal 2014 to nearly $3 billion in ARR in the third quarter of fiscal 2022,” said Merritt. “Today, Splunk is the data foundation for tens of thousands of customers around the world, empowering these organizations to turn data into doing, improve security, drive resilience, and unlock innovation.”

 

“As the Board and I considered how to best position Splunk for long-term success and continued growth,” continued Merritt, “We determined now is the right time to transition to our next phase of leadership - in particular, the Board is focused on identifying a leader with a proven track record of scaling operations and growing multi-billion dollar enterprises. I am grateful to have had the opportunity to work alongside our world-class team, who I’m confident will continue to ensure Splunk is the partner of choice to the most forward-thinking and data-centric organizations on the planet.”

 

Smith has served as a member of Splunk’s Board since 2011 and as Chair since 2019. He has also served in a number of executive positions at Salesforce, including as Chief Financial Officer from December 2007 to July 2014. As interim CEO, Smith will focus on investments and priorities for the company’s upcoming fiscal year to ensure continued customer and cloud transformation success. Smith will retain his Chair responsibilities while the Board conducts its search.

 

“On behalf of the Board, I want to thank Doug for his innumerable contributions and dedicated years of service to Splunk,” said Smith. “Since his appointment as CEO in 2015, Doug has led Splunk through critical product and business model transformations, which have enabled the company to become the leading data platform across Security, Observability and IT. With the proven success of our ongoing cloud transformation and our team’s strong execution, we are confident that Splunk is well positioned for its next phase of growth.

 

“As a long-tenured director with significant experience in scaling cloud businesses, Graham has the expertise and acumen to lead Splunk as we conduct a search for the company’s next CEO,” said Steve Newberry, Splunk’s newly appointed Lead Independent Director of the Board. “The Board, Doug and Splunk’s management team are committed to ensuring a successful transition, and we are fortunate to have a leader of Graham’s caliber to help ensure Splunk continues executing its strategy and creating value for our stockholders.”

 

Preliminary Third Quarter 2022 Results

 

Splunk today announced preliminary results for its third quarter ended October 31, 2021. Based on preliminary unaudited financial information, the company expects to report the following for its fiscal third quarter ended October 31, 2021, all of which are within or above previously provided guidance:

 

Cloud ARR will be approximately $1.105 billion, representing 75% year over year growth.

Total ARR will be approximately $2.825 billion, representing 37% year over year growth.

Total revenues will be approximately $660 million, representing 19% year over year growth.

Non-GAAP operating margin will be approximately negative 14%.

 

 

 

 

“Thanks to our team’s focused execution, we had another excellent quarter and surpassed $1 billion of cloud ARR. We continue to deliver high value to our customers as we see continued momentum in our cloud and business model transformations,” said Jason Child, Splunk Chief Financial Officer.

 

As previously announced, Splunk will report results and host its fiscal third quarter 2022 conference call on December 1, 2021, after market close.

 

These preliminary unaudited financial results are based on preliminary unaudited information and management's estimates, and are inherently uncertain and subject to revision in connection with the company's financial closing procedures and finalization of the company’s financial statements for its fiscal third quarter 2022. Actual results for the fiscal third quarter ended October 31, 2021 may differ materially from these preliminary unaudited financial results.

 

About Graham Smith

 

Smith has served as a member of Splunk’s Board since 2011 and as Chair since 2019. Smith served in various executive leadership positions at Salesforce, a provider of enterprise cloud computing software, from 2007 to 2015, including as Chief Financial Officer and most recently as Executive Vice President. Prior to joining Salesforce, Smith served as Chief Financial Officer at Advent Software Inc., a portfolio accounting software company, from 2003 to 2007. Mr. Smith has served as a member of the Boards of Directors of BlackLine, Inc., a provider of cloud-based solutions for finance and accounting, since 2015, Procore Technologies, Inc., a provider of cloud-based construction management software, since 2020, and Elliott Opportunity II Corp., a special purchase acquisition company, since 2021. Smith holds a B.Sc. from Bristol University in England and qualified as a chartered accountant in England and Wales.

 

About Splunk

 

Splunk Inc. (NASDAQ: SPLK) helps organizations around the world turn data into doing. Splunk technology is designed to investigate, monitor, analyze and act on data at any scale.

 

Splunk, Splunk>, Data-to-Everything, D2E and Turn Data Into Doing are trademarks and registered trademarks of Splunk Inc. in the United States and other countries. All other brand names, product names, or trademarks belong to their respective owners. © 2021 Splunk Inc. All rights reserved.

 

Safe Harbor Statement

 

This press release contains forward-looking statements that involve risks and uncertainties, including, without limitation, statements regarding Splunk's preliminary unaudited third quarter 2022 financial results (which remain subject to revision); the transformation of Splunk’s business to a subscription model and a cloud-delivered model; the transition of Splunk leadership, including priorities; and Splunk’s other plans, objectives, goals and strategies. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: risks associated with changes and transitions in management personnel; Splunk’s quarter-end closing and review process developments and facts or circumstances affecting the application of Splunk’s critical accounting policies; Splunk’s inability to realize value from its significant investments in the company’s business, including product and service innovations and through acquisitions; Splunk’s shift from sales of licenses to sales of cloud services which impacts the timing of revenue and margins; a shift from generally invoicing multi-year contracts upfront to invoicing on an annual basis, which impacts cash collections; Splunk’s transition to a multi-product software and services business; the impact of new COVID-19 variants such as the Delta variant and related public health measures on our business, as well as the impact of new variants on the overall economic environment, including customer buying capacity, urgency and patterns; and general market, political, economic, business and competitive market conditions.

 

Additional information on potential factors that could cause Splunk’s actual results to differ from our expectations are included in the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2021, which is on file with the U.S. Securities and Exchange Commission (“SEC”), in particular in the section entitled Risk Factors, and in Splunk’s other filings with the SEC. Splunk does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

 

 

 

 

Non-GAAP Information

 

To supplement Splunk’s condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), Splunk provides certain non-GAAP financial measures, including non-GAAP operating margin. Non-GAAP operating margin as estimated above excludes estimates for stock-based compensation and related employer payroll tax, amortization of intangible assets, restructuring and facility exit charges and capitalized software development costs.

 

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by Splunk’s competitors and exclude expenses that may have a material impact upon Splunk’s reported financial results. Further, stock-based compensation expense has been and will continue to be, for the foreseeable future, a significant recurring expense in Splunk’s business and an important part of the compensation provided to Splunk’s employees. The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Splunk uses these non-GAAP financial measures for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Splunk believes that these non-GAAP financial measures provide useful information about Splunk’s operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. In addition, these non-GAAP financial measures facilitate comparisons to competitors’ operating results. The non-GAAP financial measures are meant to supplement and be viewed in conjunction with GAAP financial measures. Splunk has provided non-GAAP operating margin in this release in order to enable investors to compare estimated actual performance with Splunk’s guidance for its fiscal third quarter 2022.

 

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available without unreasonable effort due to the uncertainty regarding, and the potential variability of, many of these costs and expenses that are not determinable until the completion of our quarter-end closing processes. The company has provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for its fiscal second quarter 2022 non-GAAP results that are included on the company’s investor relations website.

 

Contacts

 

Media Contact

Patricia Hogan

Splunk Inc.

press@splunk.com

 

Investor Contact

Ken Tinsley

Splunk Inc.

ir@splunk.com