Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SPLUNK INC: Added new Section 9.5 to Article IX of the bylaws designating the Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions and the federal district courts as the exclusive forum for Securities Act claims (effective 2023-09-20).
- Change
- bylaw amendment
- Effective
- 2023-09-20
Exact text from the filing
On September 20, 2023 , the Board adopted an amendment to the Fourth Amended and Restated Bylaws of the Company (the “ Bylaws ”), which became effective immediately (the “ Bylaws Amendment ”). The Bylaws Amendment added a new Section 9.5 in Article IX to the Bylaws, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of Chancery of the State of Delaware.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
SPLUNK INC entered into Agreement and Plan of Merger with Cisco Systems, Inc. valued at $157.00 per share, aggregate equity value approximately $28 billion (effective 2023-09-20).
- Action
- entry
- Agreement
- merger
- Counterparty
- Cisco Systems, Inc.
- Value
- $157.00 per share, aggregate equity value approximately $28 billion
- Effective
- 2023-09-20
Exact text from the filing
On September 20, 2023, Splunk Inc. (“ Splunk ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among the Company, Cisco Systems, Inc., a Delaware corporation (“ Cisco ” or “ Parent ”), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
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