sumo-20220721
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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): July 21, 2022
___________________
Sumo Logic, Inc.
(Exact name of registrant as specified in its charter)
___________________
Delaware001-3950227-2234444
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification Number)
305 Main Street
Redwood City, California 94063
(Address of principal executive offices, including zip code)
(650) 810-8700
(Registrant's telephone number, including area code)
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:
    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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareSUMO
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

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 5.07     Submission of Matters to a Vote of Security Holders.

On July 21, 2022, Sumo Logic, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were holders of 94,060,393 shares of the Company’s common stock, or approximately 81.27% of the shares outstanding and entitled to vote at the Annual Meeting. The voting results for each of the proposals considered at the Annual Meeting are provided below.

1. Election of Directors

The stockholders elected each of the following nominees as Class II directors to serve on the Company’s board of directors until the Company’s 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified.

NomineeVotes ForVotes WithheldBroker Non-Votes
Sandra E. Bergeron63,903,79413,462,62716,693,972
Randy S. Gottfried64,242,68113,123,74016,693,972
John D. Harkey Jr.77,214,944151,47716,693,972
Tracey Newell64,104,18013,262,24116,693,972

2. Ratification of the Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
94,004,76918,97636,648

3. Advisory Vote on Compensation of Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
58,692,26918,619,85654,29616,693,972
4. Advisory Vote on Frequency of Future Stockholder Advisory Votes on Compensation of Named Executive Officers

The stockholders advised that they were in favor of a frequency of every one year to hold a non-binding advisory vote on named executive officer compensation.

Based on the results of the vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”) with respect to the proposal, the Board has determined to hold a non-binding advisory vote regarding named executive officer compensation every one year until the next required non-binding advisory vote on the frequency of holding future votes regarding named executive officer compensation.

One YearTwo YearsThree YearsAbstentionsBroker Non-Votes
76,985,38910,246354,95915,827




SIGNATURE

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.
SUMO LOGIC, INC.
Date: July 22, 2022By:/s/ Katherine Haar
Name:Katherine Haar
Title:General Counsel