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8-KThe WireRoutine

Shareholder Vote

Filed Jul 12, 2022 · 4y ago · Accession 0001640147-22-000074

Plain English

Material event — a significant development the company must disclose promptly.

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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): July 7, 2022 SNOWFLAKE INC. (Exact name of registrant as specified in its charter) Delaware 001-39504 46-0636374 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) Suite 3A, 106 East Babcock Street 59715 Bozeman, Montana (Address of Principal Executive Offices) 1 (Zip Code) ( 844 ) 766-9355 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ 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(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value SNOW 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. ☐ 1 We are a Delaware corporation with a globally distributed workforce and no corporate headquarters. Under the Securities and Exchange Commission's rules, we are required to designate a “principal executive office.” For purposes of this report, we have designated our office in Bozeman, Montana as our principal executive office, as that is where our Chief Executive Officer and Chief Financial Officer are based. Item 5.07 Submission of Matters to a Vote of Security Holders. On July 7, 2022, Snowflake Inc. (the “ Company ”) held its 2022 Annual Meeting of Stockholders (the “ Annual Meeting ”) virtually via live webcast. The following proposals were voted upon, and the final voting results with respect to each such proposal are set forth below. Proposal 1 — Election of Directors . The Company's stockholders elected the following Class II director nominees to serve until the Company's Annual Meeting of Stockholders in 2025 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. The results of such vote were: Nominee For Withheld Broker Non-Votes Kelly A. Kramer 193,304,628 22,541,790 63,140,358 Frank Slootman 188,742,415 27,104,003 63,140,358 Michael L. Speiser 159,087,613 56,758,805 63,140,358 Proposal 2 — Non-binding Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of our Named Executive Officers. The Company's stockholders advised that they were in favor of holding future advisory votes on the compensation of the Company's named executive officers every one year. The results of such vote were: 1 Year 2 Years 3 Years Abstain 214,341,530 72,280 1,351,015 81,593 Based on the results of the vote, the Company has determined to hold a non-binding advisory vote regarding the compensation of its named executive officers every one year until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers. Proposal 3 — Ratification of Independent Registered Public Accounting Firm . The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2023. The results of such vote were: For Against Abstain 278,561,052 182,597 243,127 No other matters were submitted for stockholder action at the Annual Meeting. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Snowflake Inc. Dated: July 12, 2022 By: /s/ Michael P. Scarpelli Michael P. Scarpelli Chief Financial Officer
Filing details
Ticker
SNOW
CIK
1640147
Form type
8-K
Filing date
Jul 12, 2022
Report date
Jul 7, 2022
Document
snow-20220707.htm
Size
179 KB