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  4. [8-K] CrowdStrike Holdings, Inc. Reports Material Event

CrowdStrike (NASDAQ: CRWD) holders back charter change and votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CrowdStrike Holdings, Inc. reported results of its Annual Meeting of Stockholders and a charter change. Stockholders approved an amendment and restatement of the company’s Certificate of Incorporation on June 17, 2026 to limit the liability of certain officers to the fullest extent permitted by Delaware law. The amended and restated charter was filed on June 22, 2026 and became effective immediately.

At the record date of April 24, 2026 there were 254,536,521 Class A shares outstanding and entitled to one vote per share. Stockholders elected directors including Johanna Flower, who received 131,014,818 votes for and 39,026,380 votes withheld, and Denis J. O’Leary, who received 104,319,861 votes for and 65,721,337 votes withheld. Three additional proposals described in the proxy statement were also submitted to a vote, with one proposal receiving 207,551,102 votes for and 1,434,320 votes against.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares entitled to vote 254,536,521 shares Class A common stock outstanding as of April 24, 2026 record date
Votes for Johanna Flower 131,014,818 votes Director election at 2026 Annual Meeting
Votes withheld Johanna Flower 39,026,380 votes Director election at 2026 Annual Meeting
Votes for Denis J. O’Leary 104,319,861 votes Director election at 2026 Annual Meeting
Votes withheld Denis J. O’Leary 65,721,337 votes Director election at 2026 Annual Meeting
Proposal votes for 207,551,102 votes One non-director proposal at 2026 Annual Meeting
Proposal votes against 1,434,320 votes Same proposal with N/A broker non-votes
Amended and Restated Certificate of Incorporation regulatory
"approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
General Corporation Law of the State of Delaware regulatory
"to the fullest extent permitted by the General Corporation Law of the State of Delaware"
A state-level statutory framework that acts like a widely used rulebook for how corporations are formed, governed, and dissolved in Delaware. It sets binding rules on directors’ powers, shareholder rights, mergers, and fiduciary duties, and matters to investors because it creates predictable legal outcomes and clear governance standards—like playing a game with well-known rules—affecting control, takeover risk, and the protection of shareholder interests.
Annual Meeting of Stockholders financial
"at the Annual Meeting of Stockholders (the “Annual Meeting”) on June 17, 2026"
Broker Non-Votes financial
"Broker Non- Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
--01-31 false 0001535527 0001535527 2026-06-17 2026-06-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 9.01Financial 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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What charter change did CrowdStrike (CRWD) stockholders approve?

CrowdStrike stockholders approved an amended and restated Certificate of Incorporation that limits the liability of certain officers to the fullest extent allowed under Delaware corporate law. The updated charter was filed on June 22, 2026 and became effective immediately upon filing.

When did CrowdStrike (CRWD) hold its 2026 Annual Meeting?

CrowdStrike held its 2026 Annual Meeting of Stockholders on June 17, 2026. Proxies were solicited under SEC Regulation 14A, and stockholders voted on the charter amendment, director elections, and other proposals described in the definitive proxy statement filed May 5, 2026.

How many CrowdStrike (CRWD) shares were entitled to vote at the meeting?

At the April 24, 2026 record date, CrowdStrike had 254,536,521 shares of Class A common stock outstanding and entitled to vote. Each share carried one vote on every proposal presented at the 2026 Annual Meeting of Stockholders.

How did CrowdStrike (CRWD) stockholders vote on director nominee Johanna Flower?

Director nominee Johanna Flower received 131,014,818 votes for election and 39,026,380 votes withheld, with 39,947,114 broker non-votes. These results indicate she was elected based on the votes cast by holders of CrowdStrike Class A common stock.

What were the vote results for CrowdStrike (CRWD) director nominee Denis J. O’Leary?

Director nominee Denis J. O’Leary received 104,319,861 votes for and 65,721,337 votes withheld, along with 39,947,114 broker non-votes. These figures show stockholder support sufficient for his election under the company’s applicable voting standards.

What were the results of one major non-director proposal at CrowdStrike’s 2026 meeting?

One proposal received 207,551,102 votes for, 1,434,320 votes against, and 1,002,890 abstentions, with no broker non-votes reported. This strong approval level suggests broad stockholder support for that particular matter described in the company’s proxy statement.

Filing Exhibits & Attachments

4 documents

Other Documents