The following table presents the beneficial ownership of our common stock by holders of more than 5% of our common stock, each of our directors; each of our named executive officers; and all of our directors and executive officers as a group. Except for the information about the greater than 5% stockholders, the following table sets forth certain information with respect to the beneficial ownership of our common stock as of October 26, 2023, by each of our directors; each of our named executive officers; and all of our directors and executive officers as a group.
Percentage ownership of our common stock is based on 168,539,392 shares of our common stock outstanding on October 26, 2023. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. We have deemed shares of our common stock subject to options that are currently exercisable or exercisable within sixty (60) days of October 26, 2023, and the shares subject to restricted stock unit awards that will be released within sixty (60) days of October 26, 2023, to be outstanding and to be beneficially owned by the person holding the option and the restricted stock unit award for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each of the individuals and entities named below that owns 5% or more of our common stock is c/o Splunk Inc., 270 Brannan Street, San Francisco, California 94107.
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percent Owned |
5% Stockholders | | | | | ||
The Vanguard Group, Inc.(1) | | | 16,014,851 | | | 9.5% |
Hellman & Friedman LLC(2) | | | 12,799,822 | | | 7.6% |
BlackRock, Inc.(3) | | | 11,085,883 | | | 6.6% |
PRIMECAP Management Company(4) | | | 10,945,923 | | | 6.5% |
Directors and Named Executive Officers | | | | | ||
Gary Steele(5) | | | 31,826 | | | * |
Tom Casey(6) | | | 34,964 | | | * |
Graham Smith(7) | | | 34,518 | | | * |
Shawn Bice | | | — | | | * |
Teresa Carlson | | | — | | | * |
Jason Child | | | 39,288 | | | * |
Scott Morgan(8) | | | 76,242 | | | * |
Brian Roberts | | | — | | | * |
Christian Smith(9) | | | 60,194 | | | * |
Mark Carges(10) | | | 22,681 | | | * |
Kenneth Hao(11) | | | 7,503 | | | * |
Patricia Morrison(12) | | | 35,872 | | | * |
Yamini Rangan(13) | | | 1,870 | | | * |
Elisa Steele(14) | | | 9,719 | | | * |
David Tunnell(15) | | | 5,431 | | | * |
General Dennis Via (ret)(16) | | | 8,297 | | | * |
Luis Visoso(17) | | | 4,990 | | | * |
Richard Wallace(18) | | | 5,431 | | | * |
All executive officers and directors as a group (15 persons)(19) | | | 339,538 | | | * |
* | Represents beneficial ownership of less than 1% of our outstanding shares of common stock. |
(1) | As of December 30, 2022, the reporting date of The Vanguard Group, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed in February 9, 2023, The Vanguard Group, Inc. (“Vanguard”), in its capacity as an investment advisor, has shared voting power with respect to 130,799 shares, sole dispositive power with respect to 15,660,803 shares, and shared dispositive power with respect to 354,048 shares reported as beneficially owned. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |
(2) | As of September 20, 2023, the reporting date of Hellman & Friedman LLC’s most recent filing with the SEC pursuant to Section 13(d) of the Exchange Act filed on September 22, 2023. The Schedule 13D was filed on behalf of H&F Corporate Investors X, Ltd. (“H&F X”), Hellman & Friedman Investors X, L.P. (“H&F Investors X”), Hellman & Friedman Capital Partners X, L.P. (“HFCP X”), H&F Shadowfax Holdings GP, LLC (“Shadowfax Holdings GP”), H&F Shadowfax Holdings, L.P. (together with H&F X, H&F Investors X, HFCP X and Shadowfax Holdings GP, “Hellman”), H&F Shadowfax Holdings 2 GP, LLC (“H&F Holdings 2 GP”), and H&F Shadowfax Holdings 2, L.P. (together with H&F Holdings 2 GP, “H&F Holdings 2”). Hellman has sole voting power with respect to 12,799,822 shares and sole dispositive power with respect to 12,799,822 shares reported as beneficially owned. H&F Holdings 2 has sole voting power with respect to 11,909,197 shares and sole dispositive power with respect to 11,909,197 shares reported as beneficially owned. The address for Hellman & Friedman LLC is 415 Mission Street, Suite 5700, San Francisco, CA 94105. |
(3) | As of December 31, 2022, the reporting date of BlackRock, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 7, 2023, BlackRock, Inc. (“BlackRock”), which is a parent holding company or control person, has sole voting power with respect to 10,149,374 shares and sole dispositive power with respect to 11,085,883 shares reported as beneficially owned. The address for BlackRock is 55 East 52nd Street, New York, NY 10055. |
(4) | As of December 31, 2022, the reporting date of PRIMECAP Management Company’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 9, 2023, PRIMECAP Management Company (“PRIMECAP”), in its capacity as an investment advisor, has sole voting power with respect to 10,535,623 shares and sole dispositive power with respect to 10,945,923 shares reported as beneficially owned. The address for PRIMECAP is 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105. |
(5) | Includes 6,002 restricted stock units (“RSUs”) vesting within 60 days of October 26, 2023. |
(6) | Includes 24,206 RSUs and 10,758 performance-based performance units (“PSUs”) vesting within 60 days of October 26, 2023. |
(7) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(8) | Includes 3,850 RSUs and 4,923 PSUs vesting with 60 days of October 26, 2023. |
(9) | Includes 5,066 RSUs and 3,583 PSUs vesting with 60 days of October 26, 2023. |
(10) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(11) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(12) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(13) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(14) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(15) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(16) | Includes 1,277 RSUs vesting within 60 days of October 26, 2023. |
(17) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(18) | Includes 694 RSUs vesting within 60 days of October 26, 2023. |
(19) | Includes 46,647 RSUs and 19,264 PSUs vesting within 60 days of October 26, 2023. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires Splunk’s directors, executive officers and any persons who own more than 10% of Splunk’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish Splunk with copies of all Section 16(a) forms that they file. Based solely on its review of the copies of such forms furnished to Splunk and written representations from the directors and executive officers, Splunk believes that all Section 16(a) filing requirements were timely met in 2023.
