8-K – 2026-06-22 – tm2618192d1_8k.htm

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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 17, 2026

 

 

 

CrowdStrike
Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
001-38933
45-3788918

(State or other jurisdiction

of incorporation)
(Commission

File Number)
(IRS Employer

Identification No.)

 

206
E. 9th Street
Suite 1400
Austin , Texas 78701

(Address
of principal executive office, including zip code)

 

Registrant’s telephone number, including
area code: ( 888 )
512-8906

 

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):

 

¨     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(s)
 
Name
of each exchange on which registered

Class A common stock, $0.0005 par value
 
CRWD
 
The Nasdaq Stock Market LLC

 

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 5.03 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