CROWDSTRIKE HOLDINGS, INC.

(CRWD)
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Delayed Nasdaq  -  04:00 2022-08-12 pm EDT
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CROWDSTRIKE HOLDINGS, INC. : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

07/06/2022 | 05:29pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

CrowdStrike Holdings, Inc. (the "Company") held its Annual Meeting of Stockholders on June 29, 2022 (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on May 2, 2022, the record date for the Annual Meeting, there were 213,355,830 shares of Class A common stock outstanding and entitled to vote and 18,662,827 shares of Class B common stock outstanding and entitled to vote. Holders of Class A common stock were entitled to one vote per share on each proposal. Holders of Class B common stock were entitled to 10 votes per share on each proposal.

At the Annual Meeting, the Company's stockholders voted on the following two proposals, each of which is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 6, 2022. The number of votes cast with respect to each proposal was as indicated below:

1. Election of Class III Directors. The following nominees were elected to serve

    as Class III directors until the Company's 2025 annual meeting of stockholders
    and until their respective successors are duly elected and qualified, or, if
    sooner, until the director's death, resignation or removal, based on the
    following results of voting:




Nominee                Votes For       Votes Withheld      Broker Non-Votes
Cary J. Davis          222,868,988        96,482,075           31,828,153
George Kurtz           278,591,004        40,760,059           31,828,153
Laura J. Schumacher    267,840,479        51,510,584           31,828,153




2. Ratification of Selection of Independent Registered Public Accounting Firm.

The selection of PricewaterhouseCoopers LLP as the independent registered

public accounting firm for the Company for the fiscal year ending January 31,

2023 was ratified based on the following results of voting:




  Votes For       Votes Against      Abstentions     Broker Non-Votes
  350,038,458         819,734           321,024               N/A


 Item 8.01 Other Events




As part of a regular review of the corporate governance practices of the Company and in an effort to continue to attract and retain qualified members of the Board, the Board approved revisions to the Company's Outside Director Compensation Policy (the "Director Compensation Policy"), which provides annual cash and equity compensation, on the terms and conditions contained therein. The Director Compensation Policy is intended to enable the Company to attract qualified directors, provide them with compensation at a level that is consistent with the Company's compensation objectives, and in the case of equity-based compensation, align our directors' interests with those of our stockholders. The revisions to the Director Compensation Policy were effective as of June 29, 2022.

Under the Director Compensation Policy, the Company's non-employee directors are entitled to receive the following cash compensation, payable in quarterly installments:

• Non-executive board chair: $50,000

• Board member: $40,000

• Audit committee chair: $25,000

• Audit committee member: $10,000

• Compensation committee chair: $19,000

• Compensation committee member: $9,500

• Nominating and corporate governance committee chair: $10,000

• Nominating and corporate governance committee member: $5,000

The Board is also implementing a program to allow non-employee directors to elect to take their cash compensation in the form of restricted stock units ("RSUs").

These directors will also receive equity-based compensation in the form of RSUs with respect to shares of Class A common stock granted pursuant to the Crowdstrike Holdings, Inc. 2019 Equity Incentive Plan.

Each non-employee director joining the Board will be automatically granted the following awards upon first joining our Board:

• an initial RSU award with a value of $375,000, vesting annually over three

years, subject to continued service on the Board; plus

• an annual RSU award with a value of $230,000, pro-rated based on the director's

length of service prior to the next annual meeting of stockholders. This award

will vest on the earlier of (i) the date of the next annual meeting of

stockholders held after the director first joins the Board or (ii) the date on

which the other directors' annual awards described below for such year vest,

subject to continued service on the Board.

On the day of the annual meeting of stockholders, beginning on June 29, 2022, each continuing non-employee director will be automatically granted:

• an annual RSU award with a value of $230,000, vesting in full on the earlier of

   (i) the one-year anniversary of the date of grant or (ii) the date of the next
   annual meeting of stockholders held after the date of grant, in each case,
   subject to continued service on the Board.



The foregoing description of the amended Director Compensation Policy is only a summary and is qualified in its entirety by the full text of the amended Director Compensation Policy, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number                             Description of Exhibit
  10.1       Outside Director Compensation Policy, as amended on June 29, 2022
104        Cover Page Interactive Data File (embedded within the inline XBRL
           document)

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2023 2 206 M - -
Net income 2023 -170 M - -
Net cash 2023 1 930 M - -
P/E ratio 2023 -274x
Yield 2023 -
Capitalization 46 616 M 46 616 M -
EV / Sales 2023 20,3x
EV / Sales 2024 14,6x
Nbr of Employees 5 505
Free-Float 90,7%
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Number of Analysts 32
Last Close Price 200,87 $
Average target price 233,90 $
Spread / Average Target 16,4%
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Managers and Directors
George P. Kurtz President, Chief Executive Officer & Director
Burt W. Podbere Chief Financial Officer
Gerhard Watzinger Chairman
Michael Sentonas Chief Technology Officer
Jerry Dixon Chief Information Security Officer
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