ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As indicated below, on June 21, 2023, the stockholders of Splunk Inc. (the "Company") approved the Splunk Inc. Amended and Restated 2022 Equity Incentive Plan (the "Amended and Restated 2022 Plan"), including the reservation of shares of the Company's common stock for issuance thereunder. The Company's board of directors previously approved the Amended and Restated 2022 Plan subject to stockholder approval.

A summary of the Amended and Restated 2022 Plan is set forth in the Company's proxy statement for its 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 9, 2023.

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders ("Annual Meeting") on June 21, 2023. The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

Proposal 1: Election of Class II Directors





                                                               Broker Non-
Name of Director               For        Against    Abstain      Votes
Patricia Morrison          119,020,917   9,186,950   81,052    16,862,344
David Tunnell              126,927,305   1,289,966   71,648    16,862,344
General Dennis Via (ret)   125,329,936   2,891,238   67,745    16,862,344
Luis Visoso                125,255,569   2,962,449   70,901    16,862,344

Patricia Morrison, David Tunnell, General Dennis Via (ret), and Luis Visoso were duly elected as Class II directors.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending January 31, 2024





    For        Against    Abstain
144,069,002   1,019,708   62,553

The Company's stockholders approved PricewaterhouseCoopers LLP, independent registered public accountants, to audit the Company's financial statements for the fiscal year ending January 31, 2024, as disclosed in the proxy statement relating to the Annual Meeting.

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation





   For        Against     Abstain   Broker Non-Votes
86,453,751   41,724,865   110,303      16,862,344

The Company's stockholders approved Proposal 3, a non-binding advisory vote concerning the compensation of the named executive officers as disclosed in the proxy statement relating to the Annual Meeting.

Proposal 4: Approval of the Splunk Inc. Amended and Restated 2022 Equity Incentive Plan and reservation of shares thereunder





   For        Against     Abstain   Broker Non-Votes
75,107,910   53,092,818   88,191       16,862,344

The Company's stockholders approved the Splunk Inc. Amended and Restated 2022 Equity Incentive Plan and the reservation of shares thereunder.











ITEM 9.01. Exhibits



Exhibit
 Number    Exhibit Title
  10.1       Splunk Inc. Amended and Restated 2022 Equity Incentive Plan

  104      Cover Page Interactive Data File (formatted as Inline XBRL)

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