Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On May 3, 2022, the Board of Directors (the "Board") of Ping Identity Holding Corp. (the Company") increased the size of the Board from ten to eleven directors and appointed Anil Arora and Vikram Verma as members of the Board. Messrs. Arora and Verma will serve as Class III directors until the Company's 2025 Annual Meeting of Shareholders and until such time as their successors are duly elected and qualified, or until their earlier death, resignation or removal. Messrs. Arora and Verma were also appointed to serve on the Compensation and Nominating Committee of the Board.

In connection with Messrs. Arora's and Verma's appointments, the Company will enter into its standard form of indemnification agreement with Messrs. Arora and Verma, the form of which was filed as Exhibit 10.8 to the Company's Registration Statement filed with the Securities and Exchange Commission (the "SEC") on Form S-1 on August 23, 2019.

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

On May 3, 2022, the Company held its 2022 Annual Meeting of Shareholders (the "Annual Meeting"). The proposals considered at the Annual Meeting are described in the Company's 2022 Proxy Statement and the related amendment filed with the SEC on March 21, 2022 and April 20, 2022, respectively. The final voting results for each of the proposals submitted to a vote of the shareholders are set forth below:





1.    Election of Class III Directors:



     Name           For       Withheld    Broker Non-Votes
John McCormack   55,607,293   6,350,207      7,490,428
Yancey Spruill   59,553,362   2,404,138      7,490,428

2. The ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022:





   For       Against   Abstain   Broker Non-Votes
69,352,298   38,141    57,489          N/A

3. The approval, by an advisory vote, of the Company's executive compensation (i.e., "say on pay proposal"):





   For        Against     Abstain    Broker Non-Votes
52,602,055   5,950,107   3,405,338      7,490,428










4.    The approval of the Company's 2022 Employee Stock Purchase Plan:

For Against Abstain Broker Non-Votes 56,110,021 5,699,393 148,086 7,490,428

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