cxm-20230615

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)

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))

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).

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. ☐

On June 15, 2023, Sprinklr, Inc. (the “Company”) held its annual meeting of stockholders virtually via a live audio webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission on May 5, 2023 (the “Proxy Statement”). The following is a brief description of each matter voted on and the certified results, including the number of votes cast for, against or withheld, as applicable, and the number of abstentions and broker non-votes, as applicable, with respect to each matter.

1. Neeraj Agrawal, Edwin Gillis and Yvette Kanouff were each elected to serve as a Class II director of the Company’s Board of Directors (the “Board”) until the Company’s annual meeting of stockholders to be held in 2026 and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. The voting results were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes
Neeraj Agrawal	1,132,461,586	13,074,344	32,160,195
Edwin Gillis	1,145,237,083	298,847	32,160,195
Yvette Kanouff	1,135,090,895	10,445,035	32,160,195

2. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:

3. Stockholders indicated, on a non-binding, advisory basis, their preference for one year as the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows:

Based on the results of the vote, and consistent with the Board’s recommendation, the Company has determined to hold a non-binding advisory vote to approve the compensation of its named executive officers on an annual basis until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers.

4. Stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2024. The voting results were as follows:

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.


Votes For	Votes Against	Abstentions	Broker Non-Votes
1,143,600,287	1,598,470	337,173	32,160,195


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
1,145,203,922	38,790	44,646	248,572	32,160,195


Votes For	Votes Against	Abstentions
1,177,053,828	407,961	234,336