0001583708FALSE01/3100015837082024-06-272024-06-27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2024
SENTINELONE, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________
| | | | | | | | | | | | | | |
| Delaware | | 001-40531 | | 99-0385461 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
| 444 Castro Street | |
| Suite 400 | |
| Mountain View | |
| California | |
| 94041 | |
| (Address, including zip code, of principal executive offices) | |
Registrant’s telephone number, including area code: (855) 868-3733
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 | | S | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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| Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, on June 27, 2024, the stockholders of SentinelOne, Inc. (the “Company”) approved an amendment and restatement of the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to provide for the exculpation of officers as permitted pursuant to the Delaware General Corporation Law (“DGCL”), as well as make certain other technical and administrative changes. On June 27, 2024, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendments, which became effective upon acceptance by the Delaware Secretary of State. A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2024 Annual Meeting of Stockholders virtually (the “Annual Meeting”) on June 27, 2024. At the start of the Annual Meeting, there were 133,615,990 shares of Class A common stock and Class B common stock present at the meeting virtually or by proxy, which represented 735,344,267 votes, or 90.82% of the combined voting power of all issued and outstanding shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, the holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on May 3, 2024 (the “Record Date”) and the holders of the Company’s Class B common stock were entitled to twenty votes for each share held as of the close of business on the Record Date
At the Annual Meeting, the Company’s stockholders voted on the following four 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 16, 2024 (the “Proxy Statement”). The final results of each proposal are indicated below.
Proposal 1: Election of Class III Director Nominees.
To elect the nominees below:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Charlene T. Begley | | 622,163,311 | | 51,760,784 | | 61,420,172 |
| Aaron Hughes | | 622,176,859 | | 51,747,236 | | 61,420,172 |
| Mark S. Peek | | 621,103,897 | | 52,820,198 | | 61,420,172 |
Based on the votes set forth above, the nominees were elected to serve as Class III directors until the Company’s 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for the Company for the fiscal year ending January 31, 2025:
| | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions |
| 730,870,090 | | 3,590,340 | | 883,837 |
Based on the votes set forth above, the stockholders ratified the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025. There were no broker non-votes on this proposal.
Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 602,971,152 | | 65,589,943 | | 5,363,000 | | 61,420,172 |
Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Proposal 4: Approval of an Amendment and Restatement of the Company’s Restated Certificate of Incorporation.
To approve an amendment and restatement of the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to the DGCL:
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 587,044,916 | | 81,606,415 | | 5,272,764 | | 61,420,172 |
Based on the votes set forth above, the stockholders approved an amendment and restatement of the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to the DGCL.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | SENTINELONE, INC. | |
| | | | |
| Date: June 28, 2024 | | By: | /s/ David Bernhardt | |
| | | David Bernhardt | |
| | | Chief Financial Officer | |