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THE BOARD’S ROLE AND RESPONSIBILITIES

Risk ManagementOur Board is elected by the stockholders to oversee their interests in the long-term health and overall success of the Company’s business. In exercising their fiduciary duties, the Board represents and acts on behalf of our stockholders and is committed to strong corporate governance. The Board is deeply involved in the Company’s strategic planning process, risk oversight, succession planning and selecting and evaluating the performance of our CEO.

RiskLONG-TERM STRATEGIC PLANNING

Our Board recognizes the importance of assuring that our overall business strategy is inherent with everydesigned to create long-term value for our stockholders. As a result, it maintains an active oversight role in formulating, planning and implementing the Company’s strategy. The Board has a robust strategic planning process during which elements of our business and we facefinancial plans, strategies and near- and long-term initiatives are developed and reviewed. This process culminates with an annual strategy deep-dive where the Board holds an extensive session to review the Company’s overall strategy with management. This session offers the opportunity for a numberfluid exchange of information and ideas, helping to refine the current approach and identify new opportunities and risks. In addition to our business strategy, the Board reviews the Company’s three-year financial plan, which serves as the basis for the financial plan for the upcoming year and is firmly linked to the Company’s long-term strategic plans and priorities. The Board considers the progress of and challenges to the Company’s strategy, as well as related risks, including strategic, financial,throughout the year.

RISK OVERSIGHT

Our Board recognizes the importance of effective risk oversight in running a successful business and operational,in fulfilling its fiduciary responsibilities to the Company and its stockholders. Our Board is responsible for assuring that an appropriate culture of risk management exists within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile and focusing on how the Company addresses specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, legal and compliance risks, operational risks, and reputational. We have designedcybersecurity and implemented processes to managetechnology risks.

Our Board exercises its risk inoversight responsibility both directly and through its three standing committees, each of which is delegated specific risks and keeps our operations.Board informed of its oversight efforts through regular reports by the committee chairs. Our management team is responsible for the day-to-day management of risks we face, whileface. Throughout the year, our Board asand each committee spend a whole,portion of their time reviewing and assisted by its committees, has responsibility fordiscussing specific risk topics. For

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example, our Chief Information Security Officer provides quarterly updates to the oversightAudit Committee on cybersecurity and other risks relevant to our information technology environment. In addition, the leaders of risk management. our Legal Department update our Board regularly on material legal and regulatory matters. Our Board regularly discusses business, legal, regulatory, competitive and other developments impacting the Company.

In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by our management team are appropriate and functioning as designed.

While Our Board believes that its current leadership structure, described in detail under “Board Structure and Processes” on page 23, supports the risk oversight function of our Board ultimately is responsibleby providing for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk.

The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and related procedures, legal and regulatory compliance, and discusses withopen communication between our management team and our Board. In addition, independent directors chair the independent auditor guidelinesvarious committees involved in assisting with risk oversight, and policies with respect toall directors are involved in the risk assessment and risk management. The Audit Committee receives regular reports from the Chief Information Officer, who is tasked with monitoring cybersecurity risk.oversight function.

The Nominating and Corporate Governance Committee assistsfollowing are the key oversight responsibilities of our Board in fulfillingand its oversight responsibilities with respect to the management of risk associated with Board organization, membership and structure, and corporate governance.committees:

Audit Committee Primary Risk Oversight

Compensation Committee Primary Risk Oversight

Nominating & Corp Gov Committee Primary Risk Oversight

●Financial statement integrity and reporting ●Data protection and cybersecurity ●Legal and regulatory ●Internal controls

●Employee compensation policies and practices ●Non-executive director compensation policies and practices

●Governance structure and processes ●Legal and policy matters with potential significant impact ●Succession planning ●Conflicts of interest and compliance ●Corporate sustainability

The Compensation Committee assesses risks created by the incentives inherent in our compensation policies.

Finally, the full Board reviews strategic and operational risk in the context of reports from our management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.

Succession PlanningLEADERSHIP DEVELOPMENT AND MANAGEMENT SUCCESSION PLANNING

The Board and management team recognize the importance of continuallycontinuously developing our talented employee base.executive talent. Our management team conducts an annual talent review process that includes succession plans for our senior leadership positions. These succession plans are reviewed and approved by our CEO, and details on these succession plans, including potential successors of our executive officers, are presented to the Board.

In addition, our CEOBoard annually reviews a succession plan for the CEO position, using formal criteria to evaluate potential successors and also interim candidates in the event of an emergency situation. In conducting its evaluation, the Board considers organizational needs, competitive challenges, leadership/management potential and development, and emergency situations.

OnAs part of our succession planning, on November 19, 2015, DouglasMr. Merritt became our President and CEO, succeeding GodfreyMr. Sullivan, who retired after over seven years as CEO. Mr. Sullivan continues to serve the Company as non-executive Chairman of our Board. This transitionOn May 2, 2016, Ms. St. Ledger became our Senior Vice President, Chief Revenue Officer, succeeding Mr. Merritt, who had continued to serve the dual role of CEO and head of field operations following the CEO transition. On October 1, 2017, Ms. St. Ledger was the culmination ofpromoted to President, Worldwide Field Operations. These transitions exemplify the Board’s ongoing succession planning process, and exemplifies the Board’s commitment to cultivating and developing executive talent.

Stockholder CommunicationsIn addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure and diversity, as described under “Board Refreshment” beginning on page 10.

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CEO EVALUATION PROCESS

Our Board conducts a robust annual CEO evaluation process, consisting of both a performance review and a compensation analysis. The performance evaluation component is led by our Lead Independent Director and chair of the Compensation Committee and includes an assessment of the CEO’s performance in light of set objectives, 360 feedback evaluations provided by individuals who substantively interact with the CEO, and a detailed CEO self-assessment. Separately, the Compensation Committee’s independent consultant conducts a market analysis to help ensure alignment with competitive market practices and provides its recommendations to the Compensation Committee. Once all of the relevant performance data has been collected, our Lead Independent Director and chair of the Compensation Committee prepare and present their evaluation on CEO performance to the Board. The Compensation Committee then meets in executive session to discuss the CEO performance evaluation results and CEO compensation. After reviewing all of the collected data regarding performance, the Compensation Committee makes its decision regarding CEO compensation for the forthcoming year. Our CEO abstains from participating in all related discussions of the Compensation Committee and Board.

STOCKHOLDER RECOMMENDATIONS, NOMINATIONS AND COMMUNICATIONS WITH THE BOARD

STOCKHOLDER RECOMMENDATIONS

The Nominating and Corporate Governance Committee will consider candidates for directors recommended by stockholders holding at least one percent of our fully diluted capitalization continuously for at least 12 months. The Nominating and Corporate Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our policies and procedures for director candidates, as well as the nominee criteria described above. This process is designed to ensure that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Stockholders meeting the applicable requirements that wish to recommend a candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stock and a signed letter from the candidate confirming willingness to serve on our Board. The Nominating and Corporate Governance Committee has discretion to decide which individuals to recommend for nomination as directors. We did not receive any stockholder recommendations in 2017.

STOCKHOLDER NOMINATIONS

Our Bylaws permit stockholders to nominate director candidates through proxy access for inclusion in our proxy statement.

PROXY ACCESS PROCESS

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a single stockholder, or group of up to 20 stockholders (or 25 stockholders, if our annual revenues are greater than $4 billion for the most recently completed fiscal year) owning3% outstanding stock for at least3 yearsconsecutively

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the individual or group may submit up to20% (if there are 10 or more directors in office) or up to25% (if there are nine or fewer directors in office) of the directors then in office, but in no case less than one nominee

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stockholders and nominees who satisfy the requirements specified by our Bylaws are included in the proxy statement

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To be timely for our 2019 annual meeting of stockholders, our Corporate Secretary must receive a stockholder’s notice of a proxy access nomination at our principal executive offices:

ADVANCE NOTICE PROCEDURE

Our Bylaws also permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described under “Other Matters–Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

We have a practice of regularly engaging with stockholders to seek their feedback. Stockholders may also communicate with the Board or with an individual member of the Board by writing to the Board or to the particular member of the Board and mailing the correspondence to: c/o General Counsel, Splunk Inc., 250270 Brannan Street, San Francisco, California 94107. All such stockholder communications will be reviewed initially by our General Counsel and, if appropriate, will be forwarded to the appropriate member or members of the Board, or if none is specified, to the Chairman of the Board. This process assists the Board in reviewing and responding to stockholder communications in an appropriate manner. The General Counsel reports regularly to the Nominating and Corporate Governance Committee on all correspondence received that, in his opinion, involves functions of the Board or its committees or that he otherwise determines merits Board attention.

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OTHER GOVERNANCE POLICIES AND PRACTICES

Stockholder EngagementSTOCKHOLDER ENGAGEMENT

We believe that effective corporate governance should includeincludes regular, constructive conversations with our stockholders. We deeplystockholders, and we value our stockholders’ continued interest and feedback, andfeedback. Since fall of 2014, we have maintained a formal stockholder engagement program. We are committed to maintaining an active dialogue to ensure that we better understand the priorities and concerns of our stockholders with respect to ouron the topics of executive pay practicescompensation and corporate governance policies,governance. We believe that ongoing engagement builds mutual trust and to layunderstanding with our stockholders.

ANNUAL STOCKHOLDER ENGAGEMENT CYCLE

Summer Our annual stockholder engagement cycle begins with a review of the results of our most recent annual meeting, together with governance best practices and other developments.				Fall We engage with many of our major stockholders and others who request meetings about topics of interest in our governance and executive compensation programs along with other updates at the Company. We solicit feedback on issues that are important to our stockholders.
Spring We publish our proxy statement and annual report to our stockholders. We reach out again to our major stockholders to engage on important topics to be addressed at our annual meeting. We then hold our annual meeting.				Winter We communicate to the Board and its committees the feedback received from stockholders and consider those perspectives in upcoming governance or executive compensation discussions.

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During the foundation for sustained, long-term stockholder engagement.

Fiscal 2016 marked the second yearfall of 2017, as part of our formal stockholder governance engagement program. This effort supplements our traditionalannual stockholder engagement process, as well as the outreach to stockholders prior to and in connection with our 2015 Annual Meeting. Most recently,program, we solicited the views of institutional investors during the fall of 2015,stockholders representing approximately 71%81% of our issued and outstanding shares and engaged in substantive discussions with investorsstockholders representing approximately 31%59% of our issued and outstanding shares. These discussions, which were led by our Vice President, Associate General Counsel and our Vice President, Investor Relations, covered a variety of topics, including feedback on our executive compensation philosophy and program, our compensation actions for the past fiscal year, Board refreshment (including recent director departures and appointments), corporate sustainability and the evolution of our 2015corporate governance program. Our Lead Independent Director and Senior Vice President, Corporate Affairs and Chief Legal Officer also joined follow-up discussions upon the request of certain stockholders.

In general, our stockholders have a long-term outlook and understand that we are currently in a dynamic, high-growth phase and face a talent war. We received positive feedback on our compensation program and were encouraged to continue to emphasize strong alignment between compensation and Company performance. See “Executive Compensation–Compensation Discussion and Analysis–Executive Summary–Stockholder Engagement and Our 2017 Say-on-Pay vote,Vote” for stockholder feedback on our executive compensation program. In addition, while our stockholders reacted favorably to our proxy accessstatement disclosures, we received additional suggestions for improvement. Based in part on this feedback, we enhanced our disclosures of director qualifications and skills, the role of diversity in our director nominations process, Board refreshment and corporate sustainability.

CORPORATE SUSTAINABILITY HIGHLIGHTS

We are deeply committed to making a positive impact for our stakeholders, our communities, and the world around us through sustainable business practices. We believe in the power of data to drive positive change and the power of Splunk’s technology to make the world a better place. Making a positive impact also requires a strong commitment to conduct our business in ways that are principled, transparent and accountable to stockholders. We believe placing high ethical standards and effective corporate governance at the center of the way we operate generates long-term value for our business and our other corporate governance practices. Examplesstockholders. The following priorities and initiatives illustrate ways in which Splunk creates positive social change.

DIVERSITY AND INCLUSION

Diversity and inclusion are part of who we are, are supported at all levels of the Company, and are woven into every aspect of the talent life cycle to enhance employee engagement, improve brand, and drive performance. Splunk is committed to recruiting, retaining and developing high-performing, innovative and engaged employees with diverse backgrounds and experiences. We believe that a company culture focused on diversity and inclusion is a key driver of creativity and innovation and that diverse and inclusive teams make better business decisions, which ultimately drives better business performance. For example, over the past several years, we have launched a Diversity Council, developed a robust unconscious bias training program, published our workforce demographic data, taken steps to anonymize candidate information at the initial screening point, and implemented tools to help remove any unconscious bias from our job descriptions. We are focused on identifying and promoting diverse leaders through the organization at all levels. Currently, 30% of our executive team, which is comprised of our CEO and his direct reports, are women.

In addition, we work hard to maintain and enhance our diverse and inclusive environment, creating a workplace where people are highly valued and are empowered to do their best work. Our employee resource groups, such as Pride@Splunk, Women@Splunk and Veterans@Splunk, continue to grow both in number and size and provide community for underrepresented groups and allies. These groups help us drive change at the grassroots level and offer our employees support, mentoring and networking opportunities.

COMMUNITY

We aspire to move our industry forward and drive positive change in our communities. In fiscal 2017, we announced Splunk Pledge, our commitment to research, education and community service. In connection with Splunk Pledge, through our Splunk4Good initiative, we committed to donate a minimum of $100 million over a 10-year period in software licenses, training, support and education to nonprofit organizations and educational institutions around the globe to support academic research and generate social impact. In fiscal 2018, we expanded our nonprofit license program to offer free, 10GB term licenses with eLearning and standard support to bona fide nonprofit organizations.

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This past fiscal year we donated $16 million in software and services as part of the Splunk Pledge. Through the employee giving and volunteering platform, Splunk provides every employee with three days of paid time to volunteer in their local communities.

In fiscal 2018, we commenced free Splunk training to veterans and currently serving military members in the United States and around the world. We are proud that more than 3,300 U.S. armed forces veterans have registered for free training through our SplunkWork+ community. We also support organizations and initiatives that leverage big data for social impact including STEM education and disaster and humanitarian assistance. Through partnerships with NPower, Wounded Warrior Project’s (WWP) Warriors to Work Initiative and Year Up, U.S.-based youth and military veterans have free access to Splunk licenses and Splunk’s extensive education resources. Splunk also works with AWS re:Start, a UK-focused military veteran and young adult training program that harnesses the AWS Partner Network (APN) to match veterans and youth with jobs. As part of its global work with AWS, Splunk provides opportunities to graduates of this feedback include:program to continue their cloud computing and data analytics education.

Code of Business Conduct and Ethics

Our Board has adopted aculture of high integrity starts with our Code of Business Conduct and Ethics thatand our robust compliance program, which includes efforts in risk assessment, development of policies and procedures, training, auditing and monitoring, and investigations and remediation of potential compliance matters. All employees must complete an annual Code of Business Conduct and Ethics training course. In addition, mandatory trainings address the compliance risks of specific roles and business functions, while a variety of additional guidance options ensure awareness of our policies and our expectations for ethical behavior and a safe work environment where we treat others with respect and do not tolerate harassment or discrimination. The Code of Business Conduct and Ethics applies to all of our employees officers(including our officers) and directors, which containsdirectors. We also have an additional Code of Ethics for CEO and Senior Financial Officers that applies to our CEO, Chief Financial Officer, and otherseniorother senior financial officers. Violation of the Code of Business Conduct and Ethics may result in disciplinary action, up to and including termination of employment. The full texttexts of our Code of Business Conduct and Ethics isand our Code of Ethics for CEO and Senior Financial Officers are posted on the Investors portion of our website at http://investors.splunk.com/governance.cfm.corporate-governance. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

DATA TRUST

We are focused on maintaining appropriate data governance and systems to be a trusted partner for customer data. Security and compliance are an important part of our product development process. Our products are designed to meet anticipated customer data handling needs, with access controls, auditability, assurance of data integrity, and integration with enterprise single-sign on solutions. We train employees on policies and procedures for secure data handling, and use physical and procedural safeguards to help keep our facilities and equipment secure. Splunk maintains industry certifications and participates in third-party audits to help verify security controls for our cloud solutions.

RELATED PARTY AND OTHER TRANSACTIONS

We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which:

Since the beginning of our last fiscal year, there were no other related person transactions, and there are not currently any proposed related person transactions, that would require disclosure under SEC rules, other than as described below.

Policies and Procedures for Related Party TransactionsPOLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS

The Audit Committee of our Board has the primary responsibility for reviewing and approving or ratifying transactions with related parties.

We have adopted a formal written policy providing that our executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our common stock, and any member of the immediate family of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with us without the

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prior consent of our Audit Committee, subject to the exceptions described below. In approving or rejecting any such proposal, our Audit Committee considers the relevant facts and circumstances available and deemed relevant to our Audit

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Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the related party’s interest in the transaction and their involvement in the transaction, if any.

In the event we become aware of a related party transaction that was not previously approved or ratified under the policy, our Audit Committee will evaluate all options available, including whether to ratify, amend, terminate, rescind or take other action as appropriate.

Our Audit Committee has determined that certain transactions do not require Audit Committee approval under the policy, including (a) certain employment arrangements of executive officers, (b) director compensation, (c) transactions with another company at which a related party’s only relationship is as an employee (excluding as an executive officer), (d) transactions where a related party’s interest arises only (i) from such person’s position as a director of another corporation or beneficial ownerorganization that is a party to the transaction; (ii) from the direct or indirect ownership by such person and all other related parties, in the aggregate, of less than a 10% of that company’s shares, (d)equity interest in another person which is a party to the transaction, or (iii) from both such position and ownership, (e) transactions where a related party’s interest arises solely from the benefit of ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, (e)(f) transactions available to all employees generally, (f)(g) any ordinary course sale transaction that does not exceed $750,000$1,000,000 where the related person did not participate in the negotiations and where the transaction is reviewed and confirmed by the legal department and controller prior to its consummation, (g)(h) any ordinary course purchase transaction that does not exceed $750,000$1,000,000 that supports the Company’s ongoing operations where the related person did not participate in the negotiations and where the transaction is reviewed and confirmed by the legal department and controller prior to its consummation, (h)(i) any ordinary course sale transaction with a related party that is the beneficial owner of more than 5% of any class of our common stock where the transaction is reviewed and confirmed by the legal department and Controller prior to its consummation, (j) any transaction made pursuant to an existing approved agreement and (i)(k) any other type of transaction that is approved by our Audit Committee for inclusion in the policy. If a transaction exceeds the greater of 5% of the recipient’s consolidated gross revenues for that year and $200,000, it will not be deemed pre-approved under (c), (f)(d), (g), (h), (i), (j) and (i)(k) above.

Commercial Transactions

We have entered into ordinary course commercial dealings with certain companies that we consider arms-length on terms that are consistent with similar transactions with our other similarly situated customers and vendors. Since the beginning of our last fiscal year, there were no other commercialrelated person transactions, and there are not currently any proposed related person transactions, that would require disclosure under the Securities and Exchange Commission (“SEC”) rules, other than as described below. Our Board hasbelow:

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Table of our directors had or currently has any direct or indirect material interest in any of the transactions described below.Contents

Ms. Morrison, one of our directors, is an executive officer of Cardinal Health, Inc., which is a customer of ours. We recognized approximately $300,000 in revenue from Cardinal Health in fiscal 2016.

Mr. Smith, one of our directors, was an executive officer of salesforce.com, inc., which is a customer and a vendor of ours. We recognized approximately $1,500,000 in revenue and recorded approximately $2,300,000 in expense from salesforce.com in fiscal 2016.

Employment Arrangements and Indemnification AgreementsEMPLOYMENT ARRANGEMENTS AND INDEMNIFICATION AGREEMENTS

We have entered into employment arrangements with certain current and former executive officers. See “Executive Compensation—Compensation Tables—Executive Employment Arrangements.”

We have also entered into indemnification agreements with certain directors and officers. The indemnification agreements and our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

BOARD STRUCTURE AND PROCESSES

Leadership StructureLEADERSHIP STRUCTURE

Mr. Sullivan, our former Chief Executive Officer, currently serves as non-executive Chairman of our Board and Mr. Merritt currently serves as our President and CEO. Our Board believesBoard. In that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of our management team. The Chairman of our Boardrole, he presides over meetings of the Board, presides over meetings of stockholders, consults and advises the Board and its committees on the business and affairs of the Company, acts as an advisor to Mr. Merritt on strategic aspects of the CEO role and performs additional duties as the Board may otherwise determinedetermines. Our Board believes that its leadership structure appropriately and delegate. As our Presidenteffectively allocates authority, responsibility, and CEO, Mr. Merritt is best positioned to identify strategic priorities, lead critical discussions and execute our strategy and business plans. Independent directors andoversight between our management team may have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outsidethe members of our Company, while our PresidentBoard. It gives primary responsibility for the operational leadership and CEObrings Company-specific experience and expertise and possesses detailed in-depth knowledgestrategic direction of the issues, opportunities,Company to our CEO, while the Chairman facilitates our Board’s independent oversight of management, promotes communication between management and challenges facing us dayour Board, engages with stockholders, and leads our Board’s consideration of key governance matters. The Nominating and Corporate Governance Committee periodically reviews the Board’s leadership structure and when appropriate, recommends changes to day.the Board’s leadership structure, taking into consideration the needs of the Board and the Company at such time.

Lead Independent DirectorLEAD INDEPENDENT DIRECTOR

Our Board has appointed Mr. Connors to serve as our Lead Independent Director. As Lead Independent Director, Mr. Connors presides over periodic meetings of our independent directors outside the presence of our management team, and serves as a liaison between our management team and the independent directors.directors and facilitates the process for the Board’s self-evaluation. Mr. Connors also leads the full Board in the annual CEO performance evaluation with Mr. Newberry, the chair of the Compensation Committee. In addition, the Lead Independent Director may have other responsibilities, including callingpresiding at Board meetings in the absence of the independent directors when necessary and appropriate,Chairman, being available, when appropriate, for consultation and direct communication with our stockholders, ensuring seamlessfacilitating communication between the Boardindependent directors, the Chairman and the CEO, assisting the Board in fulfilling its oversight responsibilities in Company strategy, risk oversight and succession planning, and performing such additional duties as the Board may otherwise determine and delegate.determines.

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Board Effectiveness; Director Assessment; Board EducationBOARD EVALUATIONS, EFFECTIVENESS AND EDUCATION

It is important that the Board and its committees are performingperform effectively and act in the best interests of the Company and its stockholders. Each year, the Nominating and Corporate Governance Committee oversees the Board and committee evaluation process. The Board performsNominating and Corporate Governance Committee considers the format and framework for the process.

The evaluation process generally takes one of two forms: an annual self-assessment,internal assessment led by the Lead Independent Director or an assessment using the services of an independent third-party consultant. In either instance, the purpose of the evaluation is to evaluate its effectivenessfocus on areas in fulfilling its obligations. Directors complete a written questionnaire coveringwhich the Board committee, self and peer performance. The Lead Independent Director then interviews each directoror the committees believe contributions can be made going forward to obtain his or her assessment ofincrease the effectiveness of the Board or the committees.

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Over the past few years, the evaluation process has led to a broader scope of topics covered in Board meetings and improvements in Board process. These improvements include changes relating to the preparation and distribution of Board materials, adjustments to the timing and location of Board and committee meetings, as well as the creation of the annual strategy deep-dive. The process has also informed Board and committee composition, which includes evolution of the director performanceskills and Board dynamics, summarizes these individual assessments for discussion withexperience qualifications criteria to meet the Board andcommittees,current and then, leads a discussion withanticipated needs of the Nominating and Corporate Governance Committee and the Board. business.

The Board then takes such further action as it deems appropriate. In addition, the Company encourages directors to participate in continuing education programs focused on the Company’s business and industry, committee roles and responsibilities and legal and ethical responsibilities of directors. In addition, wedirectors, and the Company reimburses directors for their expenses associated with this participation. We provide membership in the National Association of Corporate Directors to all Board members. We also encourage our directors to attend Splunk events such as our annual users’ conference (.conf) and our annual sales kickoff (SKO) and take virtual Splunk education classes. Continuing director education is also provided during Board meetings and other Board discussions as part of the formal meetings and may include internally developed materials and presentations as well as programs presented by third parties.

Executive SessionsEXECUTIVE SESSIONS

As part of each regularly scheduled Board meeting, the outside directors meet without our management team or the other directors. The Lead Independent Director leads such discussions.

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BOARD MEETINGS AND COMMITTEES

During our fiscal year ended January 31, 2016,2018, the Board held fivefour meetings, and no director attended fewer than 75% of the total number of meetings of the Board and the committees of which such director was a member.

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we strongly encourage directors to attend. Messrs. Carges, Connors, Hornik,Merritt, Neustaetter, Smith, SturialeNewberry and Sullivan, and Ms. ChangMorrison attended our 2015 Annual Meeting.2017 annual meeting of stockholders. Mses. Baack and Steele were not yet serving on the Board at that time.

Our Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board.

AUDIT COMMITTEE
GRAHAM SMITH Chair		John Connors, Chair Audit Committee The current members of our Audit Committee are Messrs. Connors and Smith and Ms. Morrison. Our Board has determined that each of the members of our Audit Committee satisfies the requirements for independence and financial literacy under the rules and regulations of The NASDAQ Stock Market and the SEC.SEC applicable to Audit Committee members. Our Board has also determined that both Messrs. Connors and Smith are audit committee financial experts as contemplated by the rules of the SEC implementing Section 407 of the Sarbanes Oxley Act of 2002. The Audit Committee held eightnine meetings during the fiscal year ended January 31, 2016.2018.

Our Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements and assists our Board in monitoring our financial systems and our legal and regulatory compliance. Our Audit Committee is responsible for, among other things:

●	appointing, compensating and overseeing the work of our independent auditors, including resolving disagreements between our management team and the independent registered public accounting firm regarding financial reporting;
●	approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services;
●	reviewing the qualifications and independence of the independent registered public accounting firm;
●	reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices;
●	reviewing the adequacy and effectiveness of our internal control over financial reporting;
●	establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and concerns;
●	preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
●	reviewing and discussing with our management team and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports; and
●	reviewing and maintaining the related person transaction policy to ensure compliance with applicable law and that any proposed related person transactions are disclosed as required. Our Audit Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and The NASDAQ Stock Market. A copy of the Audit Committee Charter is available on our investor website at http://investors.splunk.com/corporate-governance.

The Audit Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and The NASDAQ Stock Market. A copy of the Audit Committee Charter is available on our investor website at http://investors.splunk.com/governance.cfm.

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COMPENSATION COMMITTEE
STEPHEN NEWBERRY Chair		Stephen Newberry, Chair Compensation Committee The current members of our Compensation Committee are Messrs. Carges Neustaetter and Newberry.Newberry and Ms. Steele. Our Board has determined that each of the members of our Compensation Committee is independent within the meaning of the independent directorindependence requirements of The NASDAQ Stock Market. Our Board has also determined that the composition of our Compensation Committee meets the requirements for independence under, and the functioning of our Compensation Committee complies with, any applicable requirements of The NASDAQ Stock Market and SEC rules and regulations, as well as Section 162(m) ofregulations. Mr. Neustaetter, who served on the Internal Revenue Code of 1986, as amended.Compensation Committee until September 2017, met these same requirements during his service. The Compensation Committee held seveneight meetings during the fiscal year ended January 31, 2016.2018.

Our Compensation Committee oversees our compensation policies, plans and programs. Our Compensation Committee is responsible for, among other things:

●	annually reviewing and approving the primary components of compensation for our CEO and other executive officers;
●	reviewing and approving compensation and corporate goals and objectives relevant to the compensation for our CEO and other executive officers;
●	evaluating the performance of our CEO and other executive officers in light of established goals and objectives;
●	periodically evaluating the competitiveness of the compensation of our CEO and other executive officers and our overall compensation plans;
●	providing oversight of our overall compensation plans and of our 401(k) plan;
●	reviewing and discussing with our management team the risks arising from our compensation policies and practices for all employees that are reasonably likely to havedetermine if there is a reasonable likelihood of a material adverse effect on us;
●	evaluating and making recommendations regarding director compensation; and
●	administering our equity compensation plans for our employees and directors. Our Compensation Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and The NASDAQ Stock Market. A copy of the Compensation Committee Charter is available on our investor website at http://investors.splunk.com/corporate-governance. Our Compensation Committee has delegated certain day-to-day administrative and ministerial functions to our officers under our equity compensation plans. Compensation Committee Interlocks and Insider Participation. None of Messrs. Carges, Neustaetter or Newberry or Ms. Steele, who serves or has served during the past fiscal year as a member of our Compensation Committee, is an officer or employee of our Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

26

2018 Proxy Statement

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The Compensation Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards

Table of the SEC and The NASDAQ Stock Market. A copy of the Compensation Committee Charter is available on our investor website at http://investors.splunk.com/governance.cfm.