cxm-20230509

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2023

(Exact name of registrant as specified in its charter)

Delaware

001-40528

45-4771485

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

29 West 35th Street

7th Floor

New York, New York

10001

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (917) 933-7800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 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

Name of each exchange
on which registered

Class A Common stock, par value $0.00003 per share

CXM

The 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).

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

On May 9, 2023, John Chambers notified the Board of Directors (the “Board”) of Sprinklr, Inc. (the “Company”) of his decision to resign as a Class III director of the Company and as a member of the Compensation and Nominating and Corporate Governance Committees of the Board, effective as of the close of business on June 14, 2023. Mr. Chambers’ decision to resign from the Board was not the result of any disagreement between Mr. Chambers and the Company, its management, the Board or any committees thereof on any matter relating to the Company’s operations, policies or practices. Mr. Chambers will continue to serve the Company as an advisor to Ragy Thomas, the Company’s Founder and Chief Executive Officer, pursuant to an advisor agreement (the “Advisor Agreement”) with an initial term of 12 months. Pursuant to the Advisor Agreement, the post-termination exercise period for all of Mr. Chambers’ vested options has been extended until the first anniversary of the termination of the advisory period (but in no event beyond the original expiration date of such options), subject to Mr. Chambers complying with the terms of the Advisor Agreement.

The foregoing description of the Advisor Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Advisor Agreement, a copy of which the Company expects to file with its Quarterly Report on Form 10-Q for the fiscal quarter ending July 31, 2023, and upon filing will be incorporated herein by reference.

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.

Date: May 15, 2023

Sprinklr, Inc.

By:

/s/ Jacob Scott

Jacob Scott

General Counsel and Corporate Secretary