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



(e) As described in Item 5.07 below, the stockholders of Commvault Systems, Inc.
(the "Company"), approved the Commvault Systems, Inc. Omnibus Incentive Plan as
amended by the Fifth Amendment (the "Incentive Plan") at the Company's annual
meeting of stockholders (the "2021 Annual Meeting"). Pursuant to the Incentive
Plan, the Company may grant awards to its officers, employees, directors,
consultants, independent contractors and agents and those of its affiliates.
Awards that may be granted under the Incentive Plan include stock options, stock
appreciation rights, full value awards (including restricted stock, restricted
stock units, performance shares or units and other stock-based awards) and
cash-based awards. The Fifth Amendment increased the number of shares available
for issuance under the Incentive Plan by 2,000,000 shares for a total of
10,050,000 shares of Common Stock.

A more complete description of the Incentive Plan is contained in the Company's


  proxy statement  , dated June 25, 2021, as filed with the Securities and
Exchange Commission ("Proxy Statement"), under the heading "Proposal No. 3 -
Approval of the Omnibus Incentive Plan, as amended by the Fifth Amendment,"
which is incorporated herein by reference and such description is qualified in
its entirety by reference to the complete text of the Incentive Plan, which is
contained in Annex A to the Proxy Statement, which is also incorporated herein
by reference.



































                                       2

--------------------------------------------------------------------------------

Item 5.07 Submission of Matters to a Vote of Security Holders



The Company held its 2021 Annual Meeting on August 19, 2021, at which the
Company's stockholders voted (1) on the election of Directors for a term to
expire at the 2022 annual meeting of stockholders, (2) to ratify the appointment
of Ernst & Young LLP as the Company's independent public accountants for the
fiscal year ending March 31, 2022, (3) to approve additional shares to be
available for grant under the Incentive Plan, and (4) on a non-binding, advisory
basis, on executive compensation. The vote on such matters was as follows:

1. Election of directors for a term to expire at the 2022 annual meeting of stockholders Election of Keith Geeslin:


                    For                     Against                  Abstain                  Broker Non-Vote
                37,588,820                 1,820,230                 58,335                      3,964,761

Election of Vivie "YY" Lee:


                    For                     Against                  Abstain                  Broker Non-Vote
                38,406,564                 1,006,695                 54,126                      3,964,761

Election of Sanjay Mirchandani:


                    For                     Against                  Abstain                  Broker Non-Vote
                38,320,560                 1,110,675                 36,150                      3,964,761

2. Ratify appointment of Ernst & Young LLP as independent public accountants for the fiscal year ending March 31, 2022


                    For                     Against                  Abstain                  Broker Non-Vote
                41,242,429                 2,117,423                 72,294                          -

3. Approval of additional shares to be available under the Company's 2016 Omnibus Incentive Plan (as amended by the Fifth Amendment thereof)


                    For                     Against                  Abstain                  Broker Non-Vote
                33,985,073                 5,394,943                 87,369                      3,964,761

4. Non-binding, advisory vote on the Company's executive compensation


                    For                     Against                  Abstain                  Broker Non-Vote
                38,340,352                 1,016,974                 110,059                     3,964,761



Consistent with the results of the stockholder advisory vote on the frequency of
the advisory vote on executive compensation conducted at the 2017 annual meeting
of stockholders, it shall be the Company's policy to submit the compensation of
its named executive officers to stockholders for a non-binding advisory vote
every year, at least until the next required vote on the frequency of
stockholder votes on the compensation of executives.


Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

None.
                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses