Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2022. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
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CrowdStrike Holdings, Inc.
Notes to Consolidated Financial Statements
Management ’ s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2022 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2022 . The effectiveness of our internal control over financial reporting as of January 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a code of business conduct and ethics (the “Code of Conduct”) that applies to all of our employees, executive officers and directors. The full text of the Code of Conduct is available on our website at ir.crowdstrike.com. The nominating and corporate governance committee of our board of directors is responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website, as required by applicable law or the listing standards of The Nasdaq Global Select Market.
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Certain information required by this Item with respect to our executive officers is set forth under Item 1 of Part I of this Annual Report on Form 10-K under the section entitled “Executive Officers.”
The information otherwise required by this Item will be included in our definitive proxy statement for our 2022 annual meeting of stockholders (the “2022 Proxy Statement”), which will be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2022, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to our 2022 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to our 2022 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to our 2022 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to our 2022 Proxy Statement.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
(a)(1) Financial Statements
See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
8-K 001-38933 3.1 June 14, 2019
3.2
Bylaws of the Registrant, as currently in effect.
8-K 001-38933 3.2 June 14, 2019
4.1
Amended and Restated Stockholders Agreement among the Registrant and certain holders of its capital stock, dated as of June 21, 2018, as amended on September 25, 2018 and April 17, 2019.
S-1 333-231461 4.1 May 14, 2019
4.2
Amended and Restated Registration Rights Agreement among the Registrant and certain holders of its capital stock, dated as of June 21, 2018.
S-1 333-231461 4.2 May 14, 2019
4.3
Class A common stock certificate of the Registrant.
S-1/A 333-231461 4.3 May 29, 2019
4.4
Description of Registrant’s securities.
10-K 001-38933 4.4 March 23, 2020
4.5
Indenture dated as of January 20, 2021, between CrowdStrike Holdings, Inc. and U.S. Bank National Association, as trustee
8-K 001-38933 4.1 January 20, 2021
4.6
First Supplemental Indenture, dated as of January 20, 2021, between CrowdStrike Holdings, Inc. and U.S. Bank National Association, as trustee
8-K 001-38933 4.2 January 20, 2021
4.7
Form of 3.000% Senior Notes due 2029 (included in Exhibit 4.9)
8-K 001-38933 4.2 January 20, 2021
10.1 †
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1 333-231461 10.1 May 14, 2019
10.2 †
2019 Equity Incentive Plan and related form agreement.
S-1/A 333-231461 10.2 May 29, 2019
10.3†
Form of Global Restricted Stock Unit Agreement Outside Directors – Annual Grant under the Company’s 2019 Equity Incentive Plan
10-Q 001-38933 10.1 September 3, 2020
10.4†
Form of Global Restricted Stock Unit Agreement Outside Directors – Initial Grant under the Company’s 2019 Equity Incentive Plan
10-K 001-38933 10.4 March 18, 2021
10.5†
CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan Global Performance Unit Agreement
10-Q 001-38933 10.1 June 3, 2020
10.6†
Amended and Restated 2011 Stock Incentive Plan and related form agreements.
S-1 333-231461 10.4 May 14, 2019
10.7†
Amended and Restated 2019 Employee Stock Purchase Plan and related form agreements.
10-Q 001-38933 10.2 September 1, 2021
10.8†
CrowdStrike Holdings, Inc. Corporate Incentive Plan.
8-K 001-38933 99.1 March 12, 2021
10.9†
Outside Director Compensation Policy, as amended on June 30, 2021.
8-K 001-38933 10.1 July 2, 2021
10.10†
Employment Agreement between the Registrant and George Kurtz, dated as of November 18, 2011.
S-1 333-231461 10.6 May 14, 2019
10.11†
Offer Letter between the Registrant and Colin Black, dated as of October 3, 2015.
S-1 333-231461 10.7 May 14, 2019
10.12†
Offer Letter between the Registrant and Burt W. Podbere, dated as of August 10, 2015.
S-1 333-231461 10.8 May 14, 2019
10.13†
Offer Letter between the Registrant and Roxanne S. Austin dated as of September 10, 2018.
S-1 333-231461 10.9 May 14, 2019
10.14†
Offer Letter between the Registrant and Godfrey R. Sullivan, undated.
S-1 333-231461 10.10 May 14, 2019
10.15
Office Lease between CrowdStrike, Inc. and SPF Mathilda, LLC, dated as of April 4, 2017, as amended on September 18, 2017, October 27, 2017 and November 5, 2018.
S-1 333-231461 10.12 May 14, 2019
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10.16
Fourth Amendment to Office Lease between SPF Mathilda, LLC and CrowdStrike, Inc., dated August 16, 2019.
10-Q 001-38933 10.1 December 6, 2019
10.17
Fifth Amendment to Office Lease between SPF Mathilda, LLC and CrowdStrike, Inc., dated October 2, 2019.
10-K 001-38933 10.14 March 23, 2020
10.18
Office Lease Agreement between EQC Capitol Tower Property LLC and CrowdStrike, Inc., dated April 20, 2018 .
X
10.19
First Amendment to Office Lease Agreement between EQC Capitol Tower Property LLC and CrowdStrike, Inc., dated June 6, 2019.
X
10.20
Amended and Restated Credit Agreement dated as of January 4, 2021, as amended on January 6, 2022 among CrowdStrike Holdings, Inc., as guarantor, CrowdStrike, Inc. as borrower, and Silicon Valley Bank and the other lenders party thereto.
X
10.21†
Amended and Restated Performance Unit Agreement with George Kurtz, dated September 1, 2021, under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan.
10-Q 001-38933 10.4 September 1, 2021
10.22†
Change in Control and Severance Agreement, dated as of September 1, 2021, by and between CrowdStrike Holdings, Inc. and George Kurtz.
10-Q 001-38933 10.3 September 1, 2021
10.23†
Performance Unit Agreement with Burt Podbere, dated January 12, 2022, under the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan.
8-K 001-38933 10.1 January 14, 2022
10.24†
Offer Letter between the Registrant and Michael Carpenter, dated as of October 25, 2016.
10-Q 001-38933 10.1 June 4, 2021
10.25†
Offer Letter between the Registrant and Shawn Henry, dated as of March 4, 2012.
10-Q 001-38933 10.2 June 4, 2021
21.1
List of Subsidiaries of the Registrant.
X
22.1
List of Subsidiary Guarantors
S-3ASR 333-252007 22.1 January 11, 2021
23.1
Consent of PricewaterhouseCoopers LLC, independent registered public accounting firm.
X
24.1
Power of Attorney (reference is made to the signature page hereto).
X
31.1
Certification of the Principal Executive Officer pursuant to Exchange Act Rules 13a14(a) and 15d14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Principal Financial Officer pursuant to Exchange Act Rules 13a14(a) and 15d14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document X
_______________________________________
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† Indicates management contract or compensatory plan, contract or agreement.
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Austin, Texas, on the day of March 16, 2022.
CROWDSTRIKE HOLDINGS, INC.
By: /s/ George Kurtz
George Kurtz
President, Chief Executive Officer and Director (Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurtz and Burt W. Podbere, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ George Kurtz President, Chief Executive Officer, and Director (Principal Executive Officer) March 16, 2022
George Kurtz
/s/ Burt W. Podbere Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 16, 2022
Burt W. Podbere
/s/ Gerhard Watzinger Chairman of the Board of Directors March 16, 2022
Gerhard Watzinger
/s/ Cary J. Davis Director March 16, 2022
Cary J. Davis
/s/ Denis J. O’Leary
Director March 16, 2022
Denis J. O’Leary
/s/ Godfrey R. Sullivan Director March 16, 2022
Godfrey R. Sullivan
/s/ Laura J. Schumacher Director March 16, 2022
Laura J. Schumacher
/s/ Roxanne S. Austin Director March 16, 2022
Roxanne S. Austin
/s/ Sameer K. Gandhi Director March 16, 2022
Sameer K. Gandhi
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