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SPLK > SEC Filings for SPLK > Form 8-K on 22-Apr-2013All Recent SEC Filings

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Form 8-K for SPLUNK INC


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director

On April 19, 2013, the Board of Directors ("Board") of Splunk Inc. (the "Company") appointed Patricia B. Morrison to serve as a member of the Board, effective as of April 19, 2013, and increased the size of the Board from seven to eight directors. Ms. Morrison will serve in the class of directors whose term expires at the Annual Meeting of Stockholders to be held in 2014.

Since 2009, Ms. Morrison, age 53, has served as executive vice president, customer care shared services and chief information officer of Cardinal Health, Inc., a provider of healthcare services. Prior to joining Cardinal Health, Ms. Morrison was chief executive officer of Mainstay Partners, a technology advisory firm, from 2008 to 2009, and executive vice president and chief information officer at Motorola, Inc., a designer, manufacturer, marketer and seller of mobility products, from 2005 to 2008. Her previous experience also includes chief information officer of Office Depot, Inc. and senior-level information technology positions at PepsiCo, Inc., The Quaker Oats Company, General Electric Company, and The Procter & Gamble Company. Ms. Morrison also previously served on the board of directors for JoAnn Stores, Inc. and SPSS, Inc. Ms. Morrison holds a B.A. and B.S. from Miami University in Oxford, Ohio. Ms. Morrison was selected to serve on the Board because the Board believes that Ms. Morrison possesses specific attributes that qualify her to serve as a director, including her information technology expertise and professional experience as an executive of other public companies.

There is no arrangement or understanding between Ms. Morrison and any other persons pursuant to which Ms. Morrison was elected as a director.

In accordance with the Company's standard compensatory arrangement for non-employee directors, Ms. Morrison will receive $30,000 per year in cash compensation for her service as a member of the Board, and was granted a restricted stock unit award having a value of $300,000 on the date of grant, which award will vest as to one-third (1/3) of the shares on each of the first three anniversaries of the grant date, subject to Ms. Morrison's continued service as a member of the Board through each such vesting date.

A copy of the press release announcing Ms. Morrison's appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)                 Exhibits

Number                           Description

99.1 Press release issued by Splunk Inc. dated April 22, 2013.

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