Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation of Director.
On October 11, 2022, Splunk Inc. (the "Company") announced that Stephen G.
Newberry, a member of the Board of Directors (the "Board") of the Company, is
stepping down from the Board.
(d) Appointment of New Director.
On October 11, 2022, the Board appointed Richard P. Wallace and David Tunnell to
serve as members of the Board. The Board also appointed Mr. Wallace as a member
of the Board's Talent & Compensation Committee, alongside directors Graham Smith
and Kenneth Hao. Mr. Wallace will serve in the class of directors whose term
expires at the Company's 2024 Annual Meeting of Stockholders and Mr. Tunnell
will serve in the class of directors whose term expires at the Company's 2023
Annual Meeting of Stockholders.
There are no arrangements or understandings between either of Mr. Wallace or
Mr. Tunnell and any other persons pursuant to which each was elected as a
director. Neither Mr. Wallace nor Mr. Tunnell has a direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Mr. Wallace and Mr. Tunnell will participate in the director benefits
arrangements applicable to non-employee directors as described in the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
May 2, 2022. In addition, the Company will enter into its standard form of
indemnification agreement with each of Mr. Wallace and Mr. Tunnell.
A copy of the press release announcing the changes to the Board is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release issued by Splunk Inc. dated October 11, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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SPLUNK INC. 
