CrowdStrike Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, the stockholders of CrowdStrike Holdings, Inc. (the “Company”) approved, upon the recommendation of the Company’s Board of Directors, an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation at the Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2026 to limit the liability of certain officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “Amendment and Restatement”), as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 5, 2026 (the “Proxy Statement”). On June 22, 2026, the Company filed an Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which became effective immediately upon its filing.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on June 17, 2026. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 24, 2026, the record date for the Annual Meeting, there were 254,536,521 shares of Class A common stock outstanding and entitled to vote. Holders of Class A common stock were entitled to one vote per share on each proposal.
At the Annual Meeting, the Company’s stockholders voted on the following four proposals, each of which is described in more detail in the Proxy Statement. The number of votes cast with respect to each proposal was as indicated below:
| 1. | Election of Class I Directors. The following nominees were elected to serve as Class I directors until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal, based on the following results of voting: |
| Nominee | Votes For | Votes Withheld | Broker Non- Votes | |||||||||
| Johanna Flower | 131,014,818 | 39,026,380 | 39,947,114 | |||||||||
| Denis J. O’Leary | 104,319,861 | 65,721,337 | 39,947,114 | |||||||||
| 2. | Ratification of Selection of Independent Registered Public Accounting Firm. The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 31, 2027 was ratified based on the following results of voting: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 207,551,102 | 1,434,320 | 1,002,890 | N/A | |||||||||||
| 3. | Approval of an Amendment and Restatement of Our Amended and Restated Certificate of Incorporation to Limit Officer Liability as Permitted by Delaware Law. The Amendment and Restatement was approved based on the following results of voting: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 144,387,962 | 24,713,003 | 940,233 | 39,947,114 | |||||||||||
| 4. | Ratification, on an Advisory Basis, of Supermajority Voting Provisions in Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The supermajority voting provisions were not ratified, on an advisory basis, based on the following results of voting: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 24,034,816 | 144,942,474 | 1,063,908 | 39,947,114 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description of Exhibit | |
| 3.1 | Amended and Restated Certificate of Incorporation of CrowdStrike Holdings, Inc., dated June 22, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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.
| CrowdStrike Holdings, Inc. | |
| Date: June 22, 2026 | /s/ Burt W. Podbere |
| Burt W. Podbere | |
| Chief Financial Officer |