SentinelOne Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Computer Software: Prepackaged Software
Technology
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 25, 2025
(Exact name of registrant as specified in its charter)
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2025 Annual Meeting of Stockholders virtually (the “Annual Meeting”) on June 25, 2025. At the start of the Annual Meeting, there were 533,215,579 shares of Class A common stock and Class B common stock present at the meeting virtually or by proxy, which represented 600,678,069 votes, or 88.76% 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 April 30, 2025 (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 proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 14, 2025 (the “Proxy Statement”). The final results of each proposal are indicated below.
Proposal 1: Election of Class I Director Nominees.
To elect the nominees below:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
Tomer Weingarten | 447,324,680 | 26,225,846 | 59,665,053 | |||||||||||||||||
Daniel Scheinman | 373,078,605 | 100,471,921 | 59,665,053 | |||||||||||||||||
Teddie Wardi | 432,889,389 | 40,661,137 | 59,665,053 | |||||||||||||||||
Based on the votes set forth above, the nominees were elected to serve as Class I directors until the Company’s 2028 annual meeting of stockholders and until such director’s 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, 2026:
| Votes For | Votes Against | Abstentions | ||||||||||||
523,528,645 | 6,534,315 | 3,152,619 | ||||||||||||
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, 2026. 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 | |||||||||||||||||
323,483,438 | 144,041,058 | 6,026,030 | 59,665,053 | |||||||||||||||||
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.
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.
| SENTINELONE, INC. | ||||||||||||||
| Date: June 27, 2025 | By: | /s/ Barbara Larson | ||||||||||||
| Barbara Larson | ||||||||||||||
| Chief Financial Officer | ||||||||||||||