[8-K] CrowdStrike Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

CrowdStrike Holdings, Inc. (Nasdaq: CRWD) filed an 8-K disclosing the voting results from its June 18, 2025 Annual Meeting of Stockholders. Of the 249.1 million Class A shares outstanding, approximately 200 million votes were cast, reflecting solid shareholder engagement.

Director elections (Class III, terms to 2028):

• CEO George Kurtz received the strongest support with 154.5 million votes FOR (97.8% of votes cast) and only 3.4 million WITHHELD.
• Cary J. Davis was re-elected with 104.7 million FOR versus 53.2 million WITHHELD (33.7% opposition).
• Laura J. Schumacher garnered 97.2 million FOR and 60.7 million WITHHELD (38.5% opposition).

Auditor ratification: Shareholders overwhelmingly approved PricewaterhouseCoopers LLP for FY 2026 with 197.5 million FOR (98.5%), 2.0 million AGAINST, and 0.5 million abstentions.

No other proposals were presented, and the filing contains no financial or operational updates. The results suggest continued confidence in management, although the elevated WITHHELD percentages for two directors signal pockets of governance concern.

Positive

• Strong support for CEO George Kurtz with 97.8% of votes FOR, underscoring investor confidence in current leadership.
• Auditor ratification passed with 98.5% approval, indicating no perceived issues with financial reporting or oversight.

Negative

• High opposition to directors Cary J. Davis (33.7% WITHHELD) and Laura J. Schumacher (38.5% WITHHELD), signaling governance concerns among shareholders.

Insights

Corporate Governance Expert

TL;DR: Routine re-elections passed, but 34-39% opposition to two directors highlights governance issues worth monitoring.

The annual meeting produced expected outcomes: all Class III nominees were re-elected and PwC was ratified with a near-unanimous vote. However, the 53.2 million and 60.7 million WITHHELD votes against directors Davis and Schumacher equate to one-third of votes cast—material dissent relative to typical S&P 500 averages (≈5-10%). Such levels often reflect investor concerns around independence, compensation, or overboarding. While not immediately destabilizing, persistent high opposition can pressure the board to enhance shareholder engagement and adjust governance practices. The robust 98.5% approval for PwC signals no audit-related controversy.

Portfolio Manager

TL;DR: Filing is operationally neutral; no financial guidance changes—maintain focus on upcoming Q2 results.

From a portfolio perspective, the 8-K carries limited price impact. Management stability is maintained as CEO George Kurtz secured 97.8% support, reinforcing strategic continuity in CrowdStrike’s execution. The governance dissent for two directors is noteworthy but unlikely to shift near-term valuation drivers, which remain ARR growth, gross-margin trajectory, and operating leverage. With PwC ratified, no audit risk clouds the investment thesis. Overall, the filing is neutral; investors should watch whether the board addresses dissent before the 2026 proxy season.

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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 18, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

CrowdStrike Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 18, 2025 (the “Annual Meeting”). 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 25, 2025, the record date for the Annual Meeting, there were 249,074,070 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 two proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 6, 2025. The number of votes cast with respect to each proposal was as indicated below:

1. Election of Class III Directors. The following nominees were elected to serve as Class III directors until the Company’s 2028 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
Cary J. Davis			104,696,556			53,238,945			42,007,463
George Kurtz			154,497,399			3,438,102			42,007,463
Laura J. Schumacher			97,197,798			60,737,703			42,007,463

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, 2026 was ratified based on the following results of voting:

Votes For		Votes Against		Abstentions		Broker Non-Votes
197,467,397		1,966,270		509,297		N/A

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 20, 2025	/s/ Burt W. Podbere
	Burt W. Podbere
	Chief Financial Officer

FAQ

What proposals were voted on at CrowdStrike's 2025 Annual Meeting?

Two proposals: election of three Class III directors and ratification of PwC as independent auditor.

How many votes did CEO George Kurtz receive in the director election for CRWD?

George Kurtz received 154,497,399 votes FOR and 3,438,102 votes WITHHELD.

Was PricewaterhouseCoopers LLP ratified as CrowdStrike's auditor for FY 2026?

Yes, PwC was ratified with 197,467,397 votes FOR (98.5% support).

Did any CrowdStrike directors face significant shareholder opposition in 2025?

Yes. Cary J. Davis saw 33.7% opposition, and Laura J. Schumacher faced 38.5% opposition.

Does the 8-K include any financial results or guidance for CRWD?

No, the filing is limited to shareholder voting outcomes and contains no financial metrics or guidance.