Form 8-K - Current report

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 13, 2024

Sprinklr, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40528

45-4771485

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

441 9th Avenue

12th Floor

New York, New York

10001

(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:

Title of each class

Trading
Symbol

Name of each exchange
on which registered

Class A Common stock, par value $0.00003 per share

CXM

The New York Stock Exchange

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 13, 2024, 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 three 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 3, 2024 (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. Trac Pham, Eileen Schloss and Tarim Wasim were each elected to serve as a Class III director of the Company’s Board of Directors until the Company’s annual meeting of stockholders to be held in 2027 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
Trac Pham	1,172,202,626	8,945,539	18,050,756
Eileen Schloss	1,160,416,662	20,731,503	18,050,756
Tarim Wasim	1,173,234,712	7,913,453	18,050,756

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
1,175,481,297	5,601,068	65,800	18,050,756

3. Stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025. The voting results were as follows:


Votes For	Votes Against	Abstentions
1,199,003,548	172,800	22,573

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 17, 2024

Sprinklr, Inc.

By:

/s/ Manish Sarin

Manish Sarin

Chief Financial Officer

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 13, 2024
Entity Registrant Name	Sprinklr, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40528
Entity Tax Identification Number	45-4771485
Entity Address, Address Line One	441 9th Avenue
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	917
Local Phone Number	933-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common stock, par value $0.00003 per share
Trading Symbol	CXM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001569345
Amendment Flag	false