8-KEarnings & ResultsLeadership ChangesExhibits & Filings

Snowflake Inc. 8-K Report, Financial Results (May 24, 2023)

Filed May 24, 2023For Securities:SNOW

Summary

Snowflake Inc. filed an 8-K on May 24, 2023, primarily announcing its financial results for the fiscal quarter ended April 30, 2023, and significant changes to its Board of Directors. The company appointed Stephen B. Burke as a new Class I director, expanding the board to eleven members. Mr. Burke brings extensive experience from leadership roles at NBCUniversal, Comcast, and currently serves on the boards of JPMorgan Chase & Co and Berkshire Hathaway Inc., also managing a venture capital firm focused on climate-centered technology. His appointment is accompanied by a new equity award and annual compensation structure as per the company's director compensation policy. Concurrently, the company announced that John D. McMahon, a Class III director, will not stand for re-election and is expected to depart at the 2023 Annual Meeting of Stockholders. His departure, which is not due to any disagreements with the company, will reduce the board size back to ten directors. Investors should note that the press release attached as Exhibit 99.1, detailing the Q1 fiscal year 2024 financial results, is incorporated by reference but is not deemed "filed" under Section 18 of the Exchange Act, meaning it carries less regulatory liability.

Key Highlights

  • 1Snowflake announced financial results for the fiscal quarter ended April 30, 2023, via a press release (Exhibit 99.1).
  • 2Stephen B. Burke was appointed as a new Class I director to the Board of Directors, increasing the board size to eleven.
  • 3Mr. Burke has a strong background, including former CEO of NBCUniversal and current board positions at JPMorgan Chase & Co. and Berkshire Hathaway Inc.
  • 4Mr. Burke received an initial restricted stock unit award valued at $1,000,000 upon appointment, vesting over three years.
  • 5John D. McMahon, a Class III director, will not stand for re-election and is expected to depart at the July 5, 2023 Annual Meeting.
  • 6Mr. McMahon's departure is not due to any disagreements with the company.
  • 7Following Mr. McMahon's departure, the board size will reduce back to ten directors.

Frequently Asked Questions

This 8-K primarily serves to announce Snowflake's financial results for the fiscal quarter ended April 30, 2023, through an attached press release (Exhibit 99.1). However, the press release itself is not considered "filed" under Section 18 of the Exchange Act, meaning it has limited liability. For specific financial metrics and performance details, investors should refer directly to the content of the press release.

Stephen B. Burke is a newly appointed Class I director with extensive executive experience, including as Chairman and CEO of NBCUniversal and Senior Executive Vice President of Comcast Corporation. He also currently serves on the boards of major companies like JPMorgan Chase & Co. and Berkshire Hathaway Inc. His appointment brings significant industry and governance expertise to Snowflake's board, potentially aiding in strategic decision-making and oversight.

Mr. Burke received an initial restricted stock unit award valued at $1,000,000, which vests over three years. Additionally, starting in 2024, he will receive annual cash retainers for his board and committee service: $33,000 for the Board, $9,500 for the Compensation Committee, and $5,000 for the Nominating and Governance Committee. He will also receive annual equity awards valued at $300,000. All equity awards are subject to accelerated vesting upon a change of control.

John D. McMahon has decided not to stand for re-election as a director at the upcoming 2023 Annual Meeting of Stockholders. The company states that this decision was not due to any disagreements with Snowflake regarding its operations, policies, or practices. His departure will reduce the board size from eleven to ten members.