Sprinklr, Inc 8-K, filed Jun 20, 2023
Sprinklr, Inc. (CXM)
8-K
2023-06-20
For: 2023-06-15
View Original
Added on
April 04, 2026
About this 8-K
Sprinklr, Inc filed this 8-K on June 20, 2023, reporting on events of June 15, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2023
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: (917 ) 933-7800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2023, Sprinklr, Inc. (the “Company”) held its annual meeting of stockholders virtually via a live audio webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission on May 5, 2023 (the “Proxy Statement”). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for, against or withheld, as applicable, and the number of abstentions and broker non-votes, as applicable, with respect to each matter.
1. Neeraj Agrawal, Edwin Gillis and Yvette Kanouff were each elected to serve as a Class II director of the Company’s Board of Directors (the “Board”) until the Company’s annual meeting of stockholders to be held in 2026 and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. The voting results were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Neeraj Agrawal | 1,132,461,586 | 13,074,344 | 32,160,195 | |||||||||||||||||
| Edwin Gillis | 1,145,237,083 | 298,847 | 32,160,195 | |||||||||||||||||
| Yvette Kanouff | 1,135,090,895 | 10,445,035 | 32,160,195 | |||||||||||||||||
2. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,143,600,287 | 1,598,470 | 337,173 | 32,160,195 | |||||||||||||||||
3. Stockholders indicated, on a non-binding, advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| 1,145,203,922 | 38,790 | 44,646 | 248,572 | 32,160,195 | ||||||||||||||||||||||
Based on the results of the vote, and consistent with the Board’s recommendation, the Company has determined to hold a non-binding advisory vote to approve the compensation of its named executive officers on an annual basis until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers.
4. Stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 1,177,053,828 | 407,961 | 234,336 | ||||||||||||
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.
| Date: June 20, 2023 | Sprinklr, Inc. | |||||||||||||||||||
| By: | /s/ Jacob Scott | |||||||||||||||||||
| Jacob Scott | ||||||||||||||||||||
| General Counsel and Corporate Secretary | ||||||||||||||||||||