SPLK 10-K Annual Report Jan. 31, 2022 | Alphaminr
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SPLK 10-K Fiscal year ended Jan. 31, 2022

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SPLUNK INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1* Agreement and Plan of Mergers among the Registrant, certain of its wholly owned subsidiaries, SignalFx, Inc. and Fortis Advisors LLC, as Securityholders agent, dated as of August 21, 2019 (incorporated by reference to Exhibit 2.1 filed with the Registrants Quarterly Report on Form 10-Q filed on December 4, 2019). 3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrants Quarterly Report on Form 10-Q filed on June 13, 2012). 3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 filed with the Registrants Current Report on Form 8-K filed on March 25, 2019). 4.1 Specimen common stock certificate of the Registrant (incorporated by reference to Exhibit 4.1 filed with the Registrants Registration Statement on Form S-1 filed on April 6, 2012). 4.2 Indenture, dated as of September 21, 2018, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 filed with the Registrants Current Report on Form 8-K filed on September 21, 2018). 4.3 Form of Global Note, representing Splunk Inc.s 0.50% Convertible Senior Notes due 2023 (incorporated by reference to Exhibit A to the Indenture filed as Exhibit 4.1 filed with the Registrants Current Report on Form 8-K filed on September 21, 2018). 4.4 Indenture, dated as of September 21, 2018, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 filed with the Registrants Current Report on Form 8-K filed on September 21, 2018). 4.5 Form of Global Note, representing Splunk Inc.s 1.125% Convertible Senior Notes due 2025 (incorporated by reference to Exhibit A to the Indenture filed as Exhibit 4.3 filed with the Registrants Current Report on Form 8-K filed on September 21, 2018). 4.6 Indenture, dated as of June 5, 2020, by and between Splunk Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 filed with the Registrants Current Report on Form 8-K filed on June 5, 2020). 4.7 Form of Global Note, representing Registrants 1.125% Convertible Senior Notes due 2027 (incorporated by reference to Exhibit A to the Indenture filed as Exhibit 4.1 filed with the Registrants Current Report on Form 8-K filed on June 5, 2020). 4.8 Description of Common Stock (incorporated by reference to Exhibit 4.6 filed with the Registrants Annual Report on Form 10-K filed on March 26, 2020). 4.9 Indenture, dated July 9, 2021, between Splunk Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 filed with the Registrants Current Report on Form 8-K filed on July 9, 2021). 4.10 Form of 0.75% Convertible Senior Notes due 2026 (included in Exhibit 4.9). 10.1# Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 filed with the Registrants Registration Statement on Form S-1 filed on January 12, 2012). 10.2# 2003 Equity Incentive Plan, as amended, and Forms of Stock Option Agreement under 2003 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 filed with the Registrants Registration Statement on Form S-1 filed on January 12, 2012). 10.3# 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 filed with the Registrants Registration Statement on Form S-1 filed on April 6, 2012). 10.4# Amendment to 2012 Equity Incentive Plan, effective as of September 14, 2017 (incorporated by reference to Exhibit 10.1 filed with the Registrants Quarterly Report on Form 10-Q filed on December 6, 2017). 10.5# 2012 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.5 filed with the Registrants Annual Report on Form 10-K filed on March 26, 2020). 10.6 Office Lease, dated as of April 29, 2014, between 270 Brannan Street, LLC and the Registrant (incorporated by reference to Exhibit 10.2 filed with the Registrants Quarterly Report on Form 10-Q filed on June 9, 2014). 10.7 First Amendment to Office Lease, dated as of March 1, 2018, between 270 Brannan Street, LLC and the Registrant (incorporated by reference to Exhibit 10.2 filed with the Registrants Quarterly Report on Form 10-Q filed on June 8, 2018). 10.8 Office Lease, dated as of August 24, 2015, between FRIT San Jose Town and Country Village, LLC and the Registrant (incorporated by reference to Exhibit 10.1 filed with the Registrants Quarterly Report on Form 10-Q filed on December 10, 2015). 10.9 First Amendment to Office Lease, dated as of May 23, 2016, between FRIT San Jose Town and Country Village, LLC and the Registrant (incorporated by reference to Exhibit 10.2 filed with the Registrants Quarterly Report on Form 10-Q filed on September 8, 2016). 10.10 Second Amendment to Office Lease, dated as of December 12, 2016, between FRIT San Jose Town and Country Village, LLC and the Registrant (incorporated by reference to Exhibit 10.12 filed with the Registrants Annual Report on Form 10-K filed on March 29, 2017). 10.11# Employment Offer Letter between the Registrant and Doug Merritt, dated as of November 16, 2015 (incorporated by reference to Exhibit 10.21 filed with the Registrants Annual Report on Form 10-K filed on March 30, 2016). 10.12# Amendment to Employment Offer Letter between the Registrant and Doug Merritt, dated as of June 4, 2019 (incorporated by reference to Exhibit 10.3 filed with the Registrants Quarterly Report on Form 10-Q filed on June 6, 2019). 10.13# Amendment to Employment Offer Letter between the Registrant and Doug Merritt, dated as of May 7, 2020 (incorporated by reference to Exhibit 10.1 filed with the Registrants Quarterly Report on Form 10-Q filed on June 1, 2020). 10.14# Amendment to Employee Offer Letter between the Company and Doug Merritt, dated as of November 22, 2021. 10.15# Amended and Restated Employment Offer Letter between the Registrant and Tim Tully, dated as of April 25, 2018 (incorporated by reference to Exhibit 10.1 filed with the Registrants Quarterly Report on Form 10-Q filed on June 8, 2018). 10.16# Amended and Restated Employment Offer Letter between the Registrant and Scott Morgan, dated as of October 30, 2018 (incorporated by reference to Exhibit 10.1 filed with the Registrants Quarterly Report on Form 10-Q filed December 7, 2018). 10.17# Employment Offer Letter between the Registrant and Jason Child, dated as of April 16, 2019 (incorporated by reference to Exhibit 10.2 filed with the Registrants Quarterly Report on Form 10-Q filed on June 6, 2019). 10.18# Form of Amendment to Employment Offer Letter between the Registrant and certain of its executive officers (incorporated by reference to Exhibit 10.4 filed with the Registrants Quarterly Report on Form 10-Q filed on June 6, 2019). 10.19# Employment Offer Letter between the Registrant and Teresa Carlson, dated as of March 2, 2021 (incorporated by reference to Exhibit 10.1 filed with the Registrants Quarterly Report on Form 10-Q filed on June 9, 2021). 10.20# Employment Offer Letter between the Registrant and Shawn Bice, dated as of April 29, 2021 (incorporated by reference to Exhibit 10.2 filed with the Registrants Quarterly Report on Form 10-Q filed on September 8, 2021). 10.21# Employment Offer Letter between the Company and Graham Smith, dated as of November 13, 2021 (incorporated by reference to Exhibit 10.1 filed with the Registrants Current Report on Form 8-K filed on November 18, 2021). 10.22# Summary of Amendment to Employment Offer Letters between the Registrant and certain of its executive officers. 10.23# Executive Bonus Plan (incorporated by reference to Exhibit 10.15 filed with the Registrants Registration Statement on Form S-1 filed on April 6, 2012). 10.24# Form of Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with the Registrants Current Report on Form 8-K filed on April 24, 2012). 10.25# Form of Restricted Stock Unit Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 filed with the Registrants Current Report on Form 8-K filed on April 24, 2012). 10.26# Form of Subscription Agreement under the 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 filed with the Registrants Current Report on Form 8-K filed on April 24, 2012). 10.27# Form of Performance Unit Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filed with the Registrants Quarterly Report on Form 10-Q filed on June 9, 2015). 10.28 Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.1 filed with the Registrants Current Report on Form 8-K filed on September 21, 2018). 10.29 Form of Confirmation for Capped Call Transactions (incorporated by reference to Exhibit 10.1 filed with the Registrants Current Report on Form 8-K filed on June 5, 2020). 10.30 Investment Agreement, dated as of June 22, 2021, among Splunk Inc. and Silver Lake Alpine, L.P., Silver Lake Alpine (Offshore Master), L.P. and Silver Lake Partners VI, L.P. (incorporated by reference to Exhibit 10.1 filed with the Registrants Current Report on Form 8-K filed on June 22, 2021). 10.31# Inducement Plan 21.1 List of subsidiaries of the Registrant. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer Required Under Rule13a-14(a)and 15d-14(a)of the Securities Exchange Act of 1934, as amended. 31.2 Certification of Principal Financial Officer Required Under Rule13a-14(a)and 15d-14(a)of the Securities Exchange Act of 1934, as amended. 32.1 Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule13a-14(b)of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.