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DEF 14A 1 tm214527-1_def14a.htm DEF 14A tm214527-1_def14a - none - 11.7812489s

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

CrowdStrike Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Title of each class of securities to which transaction applies:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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150 Mathilda Place, Suite 300
Sunnyvale, California 94086

Notice of Annual Meeting of Stockholders

				Time and Date:			9:00 a.m. Pacific Time Wednesday, June 30, 2021
				Virtual Meeting:			www.virtualshareholdermeeting.com/CRWD2021

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of CrowdStrike Holdings, Inc., a Delaware corporation (”CrowdStrike”), which will be held on Wednesday, June 30, 2021 at 9:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/CRWD2021. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our employee stockholders around the world to attend the Annual Meeting, and provides cost savings for our stockholders and CrowdStrike.

At our Annual Meeting you will be asked to:

	1.			Elect nominees Roxanne S. Austin, Sameer K. Gandhi and Gerhard Watzinger to the Board to hold office until the 2024 Annual Meeting of Stockholders.
	2.			Ratify the selection of PricewaterhouseCoopers LLP as CrowdStrike’s independent registered public accounting firm for its fiscal year ending January 31, 2022.
	3.			Approve, on an advisory basis, the compensation of our named executive officers.
	4.			Approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers.
	5.			Approve an amendment to CrowdStrike’s 2019 Employee Stock Purchase Plan.

You may also be asked to transact any other business that is properly brought before the meeting. The record date for the Annual Meeting is May 5, 2021. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Whether or not you expect to attend the Annual Meeting, please vote as promptly as possible to ensure your representation at the meeting. You may vote your shares by telephone or over the Internet as instructed in these materials. If you received a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card by completing, signing, dating and mailing your proxy card or voting instruction card in the envelope provided.

				By Order of the Board of Directors
				George Kurtz President, Chief Executive Officer and Director

Sunnyvale, California
May 14, 2021

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Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on
Wednesday, June 30, 2021 at 9:00 a.m. Pacific Time online at
www.virtualshareholdermeeting.com/CRWD2021.

The proxy statement and annual report to stockholders
are available at www.proxyvote.com

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Summary Information

We are providing you with these proxy materials because the Board of Directors of CrowdStrike Holdings, Inc. (the“Board”) is soliciting your proxy to vote at CrowdStrike’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements thereof, to be held via a live audio webcast on Wednesday, June 30, 2021 at 9:00 a.m. Pacific Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/CRWD2021 where you will be able to listen to the meeting live, submit questions and vote online.

You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However,you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The proxy materials, including this Proxy Statement and our 2021 Annual Report, are first being distributed and made available on or about May 14, 2021.

As used in this Proxy Statement, references to “we,” “us,” “our,” “CrowdStrike” and the “Company” refer to CrowdStrike Holdings, Inc. and its subsidiaries. Our fiscal year end is on January 31 and our year ended January 31,2021 is referred to herein as “fiscal 2021“ or “FY2021“. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information. The following description is only a summary.

Annual Meeting Proposals

Proposal		Board Recommendation
1.	Elect nominees Roxanne S. Austin, Sameer K. Gandhi and Gerhard Watzinger to the Board to hold office until the 2024 Annual Meeting of Stockholders.	FOR all nominees
2.	Ratify the selection of PricewaterhouseCoopers LLP as CrowdStrike’s independent registered public accounting firm for its fiscal year ending January 31, 2022.	FOR
3.	Approve, on an advisory basis, the compensation of our named executive officers.	FOR
4.	Approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers.	THREE YEARS
5.	Approve an amendment to CrowdStrike’s 2019 Employee Stock Purchase Plan.	FOR

CrowdStrike’s 2021 Fiscal Year

CrowdStrike, a leader in cloud-delivered endpoint and cloud workload protection, experienced a strong fiscal 2021. We achieved a milestone in reaching over $1 billion in ending annual recurring revenue (“ARR“) for fiscal 2021. We had 9,896 subscription customers as of January 31, 2021, representing 82% growth year-over-year. We efficiently transitioned 100% of our workforce to remote work during the COVID-19 pandemic while maintaining strong operational performance. We also completed substantial strategic transactions, including the issuance of $750 million in senior unsecured notes due 2029 with a coupon rate of 3.00% per year and the acquisition of Preempt Security, Inc., a leader in Zero Trust and conditional access technology for real-time access control and threat prevention.

We are also proud to have received a perfect score on the Human Rights Campaign 2021 Corporate Equality Index, demonstrating CrowdStrike’s commitment to a supportive and inclusive culture for all employees. We continued to support our local communities through the CrowdStrike Foundation, which supported university cybersecurity programs, diversity scholarships and directed grants to more than twenty nonprofits helping communities across the globe fighting the COVID-19 pandemic.

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Members of the Board of Directors and Committees

Name

Age

Director
Since

Current
Term
Expires

Independent

Audit
Committee

Compensation
Committee

Nominating
and Corporate
Governance
Committee

Nominees for Director

Roxanne S. Austin

SEC Form DEF 14A filed by CrowdStrike Holdings, Inc.