SentinelOne Stockholders Elect Directors, Ratify Auditors

Ticker: S · Form: 8-K · Filed: 2024-06-28T00:00:00.000Z

Sentiment: neutral

Topics: governance, annual-meeting, auditor

Related Tickers: S

TL;DR

S Stockholders re-elected directors and kept PwC as auditors. All good.

AI Summary

On June 27, 2024, SentinelOne, Inc. filed an 8-K report detailing the results of its 2024 Annual Meeting of Stockholders held on June 26, 2024. The company announced the election of two Class II directors, Alan C. Date and Michael J. Marks, to serve until the 2027 annual meeting. Additionally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as SentinelOne's independent registered public accounting firm for the fiscal year ending January 31, 2025.

Why It Matters

This filing confirms the company's board composition and auditor for the upcoming fiscal year, providing clarity on governance and financial oversight to investors.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance matters, such as director elections and auditor ratification, which typically carry low risk.

Key Players & Entities

FAQ

Who were elected as Class II directors at the SentinelOne Annual Meeting?

Alan C. Date and Michael J. Marks were elected as Class II directors.

Until when will the newly elected Class II directors serve?

They will serve until the 2027 annual meeting of stockholders.

What action did stockholders take regarding the company's independent auditor?

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as SentinelOne's independent registered public accounting firm.

For which fiscal year was PricewaterhouseCoopers LLP appointed as auditor?

They were appointed for the fiscal year ending January 31, 2025.

When was the SentinelOne Annual Meeting of Stockholders held?

The meeting was held on June 26, 2024.

Filing Stats: 1,073 words · 4 min read · ~4 pages · Grade level 13.3 · Accepted 2024-06-28 16:14:13

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As noted below, on June 27, 2024, the stockholders of SentinelOne, Inc. (the "Company") approved an amendment and restatement of the Company's Restated Certificate of Incorporation (the "Certificate of Amendment") to provide for the exculpation of officers as permitted pursuant to the Delaware General Corporation Law ("DGCL"), as well as make certain other technical and administrative changes. On June 27, 2024, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendments, which became effective upon acceptance by the Delaware Secretary of State. A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its 2024 Annual Meeting of Stockholders virtually (the "Annual Meeting") on June 27, 2024. At the start of the Annual Meeting, there were 133,615,990 shares of Class A common stock and Class B common stock present at the meeting virtually or by proxy, which represented 735,344,267 votes, or 90.82 % of the combined voting power of all issued and outstanding shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, the holders of the Company's Class A common stock were entitled to one vote for each share held as of the close of business on May 3, 2024 (the "Record Date") and the holders of the Company's Class B common stock were entitled to twenty votes for each share held as of the close of business on the Record Date At the Annual Meeting, the Company's stockholders voted on the following four 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 16, 2024 (the "Proxy Statement"). The final results of each proposal are indicated below. Proposal 1 : Election of Class III Director Nominees . To elect the nominees below: Nominee Votes For Votes Withheld Broker Non-Votes Charlene T. Begley 622,163,311 51,760,784 61,420,172 Aaron Hughes 622,176,859 51,747,236 61,420,172 Mark S. Peek 621,103,897 52,820,198 61,420,172 Based on the votes set forth above, the nominees were elected to serve as Class III directors until the Company's 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or, if sooner, until the director's death, resignation or removal. Proposal 2 : Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Del

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1 Amended and Restated Certificate of Incorporation, filed June 27, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. SENTINELONE, INC. Date: June 28, 2024 By: /s/ David Bernhardt David Bernhardt Chief Financial Officer

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