The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated herein by reference without charge by following the instructions under the caption, “Where You Can Find More Information.”
Q: | Why am I receiving these materials? |
A: | The Board of Directors is furnishing this proxy statement and form of proxy card to Splunk Stockholders in connection with the solicitation of proxies to be voted at the Special Meeting. |
Q: | When and where is the Special Meeting? |
A: | Splunk will hold the Special Meeting virtually via the Internet at the virtual meeting website at www.virtualshareholdermeeting.com/SPLK2023SM on November 29, 2023, at 2:00 p.m., Pacific time. You will not be able to attend the Special Meeting physically in person. |
Q: | What am I being asked to vote on at the Special Meeting? |
A: | You are being asked to vote on the following proposals: |
• | to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Splunk, and Splunk will become a wholly owned subsidiary of Parent; |
• | to approve, on an advisory (non-binding) basis, the Compensation Proposal; and |
• | to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
Q: | Who is entitled to vote at the Special Meeting? |
A: | Stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of Splunk common stock shall be entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date. |
Q: | May I attend the Special Meeting and vote in person? |
A: | Yes. If you are a Splunk Stockholder of record, you may attend the Special Meeting virtually via the Internet at the virtual meeting website at www.virtualshareholdermeeting.com/SPLK2023SM on November 29, 2023, at 2:00 p.m., Pacific time, and complete a virtual ballot, whether or not you sign and return your proxy card. If you are a Splunk Stockholder of record, you will need your assigned 16-digit control number to vote shares electronically at the Special Meeting. The control number can be found on the proxy card, voting instruction form, or other applicable proxy notices. |
Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.
If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.
Q: | What will I receive in respect of my shares of Splunk common stock if the Merger is completed? |
A: | Upon completion of the Merger, you will be entitled to receive the Per Share Merger Consideration of $157.00 in cash, less any applicable withholding taxes, for each share of Splunk common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own 100 shares of Splunk common stock, you will receive $15,700 in cash in exchange for your shares of Splunk common stock, less any applicable withholding taxes. |
Q: | What will the holders of outstanding Company Equity Awards receive if the Merger is completed? |
A: | Upon completion of the Merger: |
Vested Company Options, Vested Company RSUs and Vested Company PSUs. At the Effective Time, and by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Vested Company Option that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time, each Vested Company RSU that is outstanding and has not yet been settled as of immediately prior to the Effective Time, and each Vested Company PSU that is outstanding and has not yet been settled as of immediately prior to the Effective Time will terminate and be converted into and represent the right to receive the applicable Cash-Out Amount from Parent for such Vested Company Option, Vested Company RSU or Vested Company PSU, less any applicable taxes.
For each Vested Company Option, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock subject to such Vested Company Option by (y) the Per Share Merger Consideration less the exercise price per share of such Vested Company Option in effect immediately prior to the Effective Time.
For each Vested Company RSU, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock issuable upon settlement of such Vested Company RSU by (y) the Per Share Merger Consideration.
For each Vested Company PSU, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock issuable upon settlement of such Vested Company PSU by (y) the Per Share Merger Consideration.
Unvested Company Shares. At the Effective Time, the Per Share Merger Consideration in respect of each Unvested Company Share will remain subject to the same restrictions, vesting arrangements or repurchase rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time, and will become payable by Parent on the date that such unvested Company share would have become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time, and will otherwise remain subject to substantially the same terms and conditions as were applicable to the underlying unvested Company share immediately prior to the Effective Time, and each outstanding repurchase right shall be assigned to Parent in the Merger and will thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time.
Unvested Company Options and Unvested Company RSUs. At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Unvested Company Option that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time, and each Unvested Company RSU that is outstanding as of immediately prior to the Effective Time, shall be converted into and represent the right to receive the applicable Cash-Out Amount from Parent for such Unvested Company Option or Unvested Company RSU (such amount, the “Unvested Cash (Options/RSUs)”). Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, the Unvested Cash (Options/RSUs) will vest and become payable at the same time as the Unvested Company Option or Unvested Company RSU, as applicable, from which such resulting Unvested Cash (Options/RSUs) was converted would have vested and been payable pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements that were applicable to such Unvested Company Options or Unvested Company RSUs, as applicable, including those provisions for accelerated vesting on certain terminations of employment, in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder thereof and Splunk or Parent or their respective affiliates, but effective from and after the Effective Time.
For each Unvested Company Option, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock subject to such Unvested Company Option by (y) the Per Share Merger Consideration less the exercise price per share of such Unvested Company Option in effect immediately prior to the Effective Time.
For each Unvested Company RSU, the Cash-Out Amount will be determined by multiplying (x) the number of shares of Splunk common stock issuable upon settlement of such Unvested Company RSU by (y) the Per Share Merger Consideration.
Unvested Company PSUs. At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each Unvested Company PSU that is outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive the applicable Cash-Out Amount from Parent for such Unvested Company PSU (the “Unvested Cash (PSUs)”). Subject to the holder’s continued service with Parent and its affiliates (including the Surviving Corporation and its subsidiaries) through the applicable vesting dates, the Unvested Cash (PSUs) will vest and be payable at the same time as the Unvested Company PSU from which such Unvested Cash (PSUs) was converted would have vested and been payable pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements that were applicable to such Unvested Company PSUs, including those provisions for accelerated vesting on certain terminations of employment, as in effect from time to time unless otherwise superseded by any applicable contract between the holder thereof and Splunk or Parent or their respective affiliates, but effective from and after the Effective Time.
For each Unvested Company PSU, the Cash-Out Amount will be determined by multiplying (x) the total number of shares of Splunk common stock underlying such Unvested Company PSU (assuming conversion of performance-based vesting to service-based vesting and satisfaction of such service-based vesting and based on the attainment of the applicable performance metrics at the actual level of performance through Closing as determined prior to the Closing by the Board of Directors or committee thereof in accordance solely with the terms applicable to such Unvested Company PSU), by (y) the Per Share Merger Consideration.
For more information on the treatment of Company Equity Awards, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Company Equity Awards.”
Q: | What vote is required to adopt the Merger Agreement? |
A: | The affirmative vote of the holders of a majority of the outstanding shares of Splunk common stock is required to adopt the Merger Agreement. |
If a quorum is present at the Special Meeting, the failure of any Splunk Stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Q: | I understand that a quorum is required in order to conduct business at the Special Meeting. What constitutes a quorum? |
A: | The holders of a majority of the voting power, representing 84,268,367 shares of Splunk common stock, entitled |
to vote at the Special Meeting as of the record date must be present at the Special Meeting in order to hold the Special Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Special Meeting if you are present and vote in person at the Special Meeting or if you have properly submitted a proxy.
Q: | Have any Splunk Stockholders already agreed to approve the proposal to adopt the Merger Agreement? |
A: | Yes. On September 20, 2023, in connection with the Merger Agreement, Parent also entered into a Voting and Support Agreement with H&F and Splunk. As of the Record Date, H&F owns 12,799,822 shares of Splunk common stock, representing approximately 7.6% of the shares of Splunk common stock outstanding as of the Record Date. A copy of the Voting and Support Agreement is attached as Annex B and is incorporated herein by reference. Pursuant to the Voting and Support Agreement, H&F has agreed, among other things, to vote their shares of Splunk common stock in favor of the proposal to adopt the Merger Agreement and against any competing transaction so long as the Merger Agreement remains in effect. For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting and Support Agreement.” In addition to H&F, all of Splunk’s executive officers and directors, who together hold 273,627 shares of Splunk common stock, are expected to be present and vote all of their shares in favor of the proposal to adopt the Merger Agreement. |
Q: | What happens if the Merger is not completed? |
A: | If the Merger Agreement is not adopted by Splunk Stockholders or if the Merger is not completed for any other reason, Splunk Stockholders will not receive any payment for their shares of Splunk common stock. Instead, Splunk will remain an independent public company, Splunk common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC. |
Under certain specified circumstances, Splunk is required to pay Parent a termination fee equal to $1,000,000,000, and under other specified circumstances, Parent is required to pay Splunk a termination fee equal to $1,478,000,000, in each case, in connection with, and upon, the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”
Q: | Why are Splunk Stockholders being asked to cast an advisory (non-binding) vote to approve the Compensation Proposal? |
A: | The Exchange Act and applicable SEC rules thereunder require Splunk to seek an advisory (non-binding) vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger. |
Q: | What vote is required to approve the Compensation Proposal? |
A: | The affirmative vote of the holders of a majority of the shares present or represented by proxy at the Special Meeting and entitled to vote on the subject matter and voted for or against the matter is required for approval of the Compensation Proposal. |
Q: | What will happen if Splunk Stockholders do not approve the Compensation Proposal at the Special Meeting? |
A: | Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Splunk. Therefore, if the other requisite Splunk Stockholder approvals are obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to Splunk’s named executive officers in accordance with the terms and conditions of the applicable agreements. |
Q: | What do I need to do now? |
A: | You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects |
you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card), so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares.
Q: | Am I entitled to dissenters’ rights? |
A: | Yes, in certain circumstances. If the Merger is completed, dissenting Splunk Stockholders will be entitled to seek appraisal of their shares of Splunk common stock in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of Splunk common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Splunk common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be the fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each Splunk Stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Holders of shares of Splunk common stock who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this Proxy Statement, and Section 262 of the DGCL regarding appraisal rights is attached to this proxy statement as Annex D and incorporated into this proxy statement by reference. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. For more information, please see the section of this proxy statement captioned “Merger Agreement—Dissenters’ Rights.” |
Q: | How do I exercise and perfect my dissenters’ rights? |
A: | If you are a Splunk Stockholder of record or a beneficial holder and wish to exercise the right to seek an appraisal of your shares of Splunk common stock, you must satisfy each of the following conditions: |
• | You must deliver to Splunk a written demand for appraisal before the vote on approval of the Merger Agreement at the Special Meeting. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the Merger Agreement. Voting against or failing to vote for the Merger Agreement by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The demand must reasonably inform us of the identity of the Splunk Stockholder of record or beneficial holder and the intention of such holder to demand appraisal of his, her or its shares of Splunk common stock. A failure by such holder to make a written demand for appraisal before the vote with respect to the Merger Agreement is taken will constitute a waiver of appraisal rights. |
• | In the case of a Splunk Stockholder of record, you must not vote in favor of, or consent in writing to, the Merger Agreement. A vote in favor of the Merger Agreement, by proxy submitted by mail, over the Internet or by telephone, will constitute a waiver of your appraisal rights in respect of the shares of Splunk common stock so voted and will nullify any previously filed written demands for appraisal. A proxy which does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement. Therefore, a Splunk Stockholder who submits a proxy and who wishes to exercise appraisal rights must instruct the proxy to vote against the Merger Agreement or abstain from voting on the Merger Agreement. In the case of a beneficial owner, you must not instruct your broker, bank or other nominee to vote your share(s) of Splunk common stock, or abstain from voting, in favor of the Merger Agreement; |
• | You must continuously hold or beneficially own, as applicable, shares of Splunk common stock from the date of making the demand through the Effective Time. You will lose your appraisal rights if you transfer the shares before the Effective Time; and |
• | You must otherwise comply with the requirements of Section 262 of the DGCL, including the requirement that you, another Splunk Stockholder who has complied with the requirements of Section 262 or Splunk must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. Splunk is under no obligation to file any petition and has no present intention of doing so. |
If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Per Share Merger Consideration, but you will have no appraisal rights with respect to your shares of Splunk common stock.
In addition, because shares of Splunk common stock are listed on a national securities exchange and is expected to continue to be listed on such exchange immediately prior to the consummation of the Merger, the Delaware Court of Chancery will dismiss appraisal proceedings as to all shares of Splunk common stock, unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Splunk common stock eligible for appraisal or (2) the value of the Per Share Merger Consideration for such total number of shares entitled to appraisal exceeds $1 million (collectively, the “Ownership Thresholds”). At least one of the Ownership Thresholds must be met in order for Splunk Stockholders to be entitled to seek appraisal with respect to such shares of Splunk common stock.
In the case of a record holder of shares of Splunk common stock, voting, via the Internet during the Special Meeting or by proxy, against, abstaining from voting on or failing to vote on the Merger Agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares of Splunk common stock via the Internet during the Special Meeting or by proxy in favor of the Merger Agreement.
In the case of a beneficial owner of shares of Splunk common stock, brokers, banks and other nominees that hold shares in “street name” for their customers do not have discretionary authority to vote those shares on the Merger Agreement without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of Splunk common stock held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the Merger Agreement, and does not revoke such instruction prior to the vote on the Merger Agreement, then such shares will be voted in favor of the Merger Agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of shares of Splunk common stock who wishes to exercise appraisal rights, you must either not provide any instructions to your broker, bank or other nominee how to vote on the Merger Agreement or instruct such broker, bank or other nominee to vote against the Merger Agreement or abstain from voting on such proposal.
Q: | Should I surrender my book-entry shares now? |
A: | No. After the Merger is completed, your shares of Splunk common stock will automatically be converted into the right to receive your portion of the Per Share Merger Consideration. Exchange of book-entry shares representing shares of Splunk common stock will be effected in accordance with the exchange agent’s customary procedures with respect to securities represented by book entry. |
Q: | What happens if I sell or otherwise transfer my shares of Splunk common stock after the Record Date but before the Special Meeting? |
A: | The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Splunk common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Splunk in writing of such special arrangements, you will transfer the right to receive the Per Share Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Splunk common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). |
Q: | What is the difference between holding shares as a Splunk Stockholder of record and as a beneficial owner? |
A: | If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, to be the “Splunk Stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Splunk. |
If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Splunk common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the Splunk Stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the Splunk Stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.
Q: | How may I vote? |
A: | If you are a Splunk Stockholder of record (that is, if your shares of Splunk common stock are registered in your name with Equiniti Trust Company, our transfer agent), there are four (4) ways to vote: |
• | by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope; |
• | by visiting the Internet at the address on your proxy card; |
• | by calling toll-free (within the U.S. or Canada) the phone number on your proxy card; or |
• | by attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a virtual ballot. |
A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Splunk common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.
Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of Splunk common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Splunk common stock in person by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by virtual ballot, your previous vote by proxy will not be counted.
If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.
Q: | If my broker holds my shares in “street name,” will my broker vote my shares for me? |
A: | No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against adoption of the Merger Agreement but will have no effect on the Compensation Proposal or the Adjournment Proposal. |
Q: | May I change my vote after I have mailed my signed and dated proxy card? |
A: | Yes. If you are a Splunk Stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by: |
• | signing another proxy card with a later date and returning it to us prior to the Special Meeting; |
• | submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; |
• | delivering a written notice of revocation to the Secretary of Splunk prior to the Special Meeting; or |
• | by attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a virtual ballot. |
If you hold your shares of Splunk common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.
Q: | What is a proxy? |
A: | A proxy is your legal designation of another person to vote your shares of Splunk common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Splunk common stock is called a “proxy card.” Gary Steele, our President and Chief Executive Officer, Brian Roberts, our Senior Vice President and Chief Financial Officer and Scott Morgan, our Senior Vice President, Chief Legal Officer and Secretary, are the proxy holders for the Special Meeting, with full power of substitution and re-substitution. |
Q: | If a Splunk Stockholder gives a proxy, how are the shares voted? |
A: | Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting. |
If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Q: | What should I do if I receive more than one (1) set of voting materials? |
A: | Please sign, date and return (or grant your proxy electronically over the Internet or by telephone using the instructions provided in the enclosed proxy card) each proxy card and voting instruction card that you receive. |
You may receive more than one (1) set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a Splunk Stockholder of record and your shares are registered in more than one (1) name, you will receive more than one (1) proxy card.
Q: | Who will count the votes? |
A: | The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. |
Q: | Where can I find the voting results of the Special Meeting? |
A: | Splunk intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Splunk files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” |
Q: | Will I be subject to U.S. federal income tax upon the exchange of Splunk common stock for cash pursuant to the Merger? |
A: | The exchange of Splunk common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section of this proxy statement captioned “The Merger—U.S. Federal Income Tax Consequences of the Merger”) who exchanges shares of Splunk common stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. |
For a more complete description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement captioned “The Merger—U.S. Federal Income Tax Consequences of the Merger.”
You should consult your tax advisor(s) concerning the U.S. federal income tax consequences relating to the Merger in light of your particular circumstances and any consequences arising under the laws of any state, local or non-U.S. tax jurisdiction.
Q: | When do you expect the Merger to be completed? |
A: | We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger by the end of the third calendar quarter of 2024. However, the exact timing of completion of the Merger cannot be predicted, because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control. |
Q: | Who will solicit and pay the cost of soliciting proxies? |
A: | The expenses of soliciting proxies will be paid by Splunk. Splunk has retained Innisfree M&A Incorporated to assist in soliciting proxies at a fee of $50,000, plus costs and expenses. Splunk and its agents may solicit proxies by mail, electronic mail, telephone, facsimile, by other similar means, or in person. Our directors, officers, and other employees, without additional compensation, and employees of Innisfree M&A Incorporated may solicit proxies personally or in writing, by telephone, email, or otherwise. Splunk will request brokers, custodians, nominees and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, Splunk, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials through the internet, you are responsible for any internet access charges you may incur. |
Q: | What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website? |
A: | Splunk will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the Special Meeting during the check-in time or during the Special Meeting, please call the technical support number that will be posted on the Special Meeting log-in page at www.virtualshareholdermeeting.com/SPLK2023SM. |
Q: | Do any of Splunk’s directors or officers have interests in the Merger that may be in addition to or differ from those of Splunk Stockholders generally? |
A: | Yes. In considering the recommendation of the Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that Splunk’s directors and executive officers may have interests in the Merger different from, or in addition to, the interests of Splunk Stockholders generally. The Board of Directors was aware of and considered these interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by Splunk Stockholders. For a description of the interests of Splunk’s directors and executive officers in the Merger, see the section of this proxy statement captioned “The Merger—Interests of Executive Officers and Directors of Splunk in the Merger.” |
Q: | Who can help answer my questions? |
A: | If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, or would like additional copies of the accompanying proxy statement or need help voting your shares of Splunk common stock, please contact our proxy solicitor: |
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders call: (877) 750-8338 (toll-free from the U.S. and Canada) or
+1 (412) 232-3651 (from other countries)
Banks and brokers call collect: (212) 750-5833
