CLOUDERA, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-10-08: Form 8-K; Period of report 2021-10-08; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2021-08-30: Form 8-K; Period of report 2021-08-30; Description 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.02.
- 2021-08-26: Form 8-K; Period of report 2021-08-25; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-08-18: Form 8-K; Period of report 2021-08-18; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-10-08 | 8-K | 2021-10-08 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and Items 1.01, 2.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. | d223205d8k.htm |
| 2021-08-30 | 8-K | 2021-08-30 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On August 30, 2021, Cloudera, Inc. (the “Company”) issued a press release announcing its results for the second quarter ended July 31, 2021. 5.02 On August 30, 2021, the Company announced that Jim Frankola will step down as Chief Financial Officer effective as of the closing of the transactions contemplated by the Agreement and Plan of Merger entered into among the Company, Sky Parent Inc. and Project Sky Merger Sub Inc. (the “Proposed Merger”) or, if earlier, November 15, 2021. | cldr-20210830.htm |
| 2021-08-26 | 8-K | 2021-08-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the special meeting of the stockholders of Cloudera, Inc., a Delaware corporation (“Cloudera” or the “Company”) held on August 25, 2021 at 7:00 a.m. | d437294d8k.htm |
| 2021-08-18 | 8-K | 2021-08-18 | 8.01 Other Events | 8.01 On June 1, 2021, Cloudera, Inc., a Delaware corporation (“Cloudera”), Sky Parent Inc., a Delaware corporation (“Parent”) and Project Sky Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). | d217700d8k.htm |
| 2021-06-14 | 8-K | 2021-06-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 9, 2021, Cloudera, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders as a virtual meeting held over the Internet via live webcast (the “Annual Meeting”). | cldr-20210609.htm |
| 2021-06-01 | 8-K | 2021-06-01 | 2.02 Results of Operations and Financial Condition | 2.02 On June 1, 2021, Cloudera, Inc. (the “Company”) issued a press release announcing its results for the first quarter ended April 30, 2021. | cldr-20210601.htm |
| 2021-06-01 | 8-K | 2021-06-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into Material Definitive Agreement. 8.01 On June 1, 2021 the Company issued a press release announcing entry into the Merger Agreement. | d168575d8k.htm |
| 2021-03-22 | 8-K | 2021-03-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | cldr-20210316.htm |
| 2021-03-10 | 8-K | 2021-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2021, Cloudera, Inc. (the “Company”) issued a press release and held a conference call announcing its results for the fourth quarter and the full year ended January 31, 2021 and providing its business outlook. | cldr-20210310.htm |
| 2021-01-07 | 8-K | 2021-01-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | cldr-20210107.htm |
| 2020-12-23 | 8-K | 2020-12-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 23, 2020, Cloudera, Inc. (“Cloudera”) entered into a stock repurchase agreement (the “Agreement”) to purchase 26,065,827 shares of Cloudera’s common stock from Intel Corporation (“Intel”). | cldr-20201223.htm |
| 2020-12-23 | 8-K | 2020-12-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 22, 2020, Cloudera, Inc. (“Cloudera”) entered into a senior secured credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent, and a syndicate of lenders. | cldr-20201222.htm |
| 2020-12-03 | 8-K | 2020-12-03 | 2.02 Results of Operations and Financial Condition | 2.02 On December 3, 2020, Cloudera, Inc. (the “Company”) issued a press release and held a conference call announcing its results for the quarter ended October 31, 2020 and provided its business outlook. | cldr-20201203.htm |
| 2020-09-02 | 8-K | 2020-09-02 | 2.02 Results of Operations and Financial Condition | 2.02 On September 2, 2020, Cloudera, Inc. (the “Company”) issued a press release and held a conference call announcing its results for the quarter ended July 31, 2020 and provided its business outlook. | cldr-20200902.htm |
| 2020-06-26 | 8-K | 2020-06-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 24, 2020, Cloudera, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders as a virtual meeting held over the Internet via live webcast (the “Annual Meeting”). | cldr-20200624.htm |
| 2020-06-03 | 8-K | 2020-06-03 | 2.02 Results of Operations and Financial Condition | 2.02 On June 3, 2020, Cloudera, Inc. (the “Company”) issued a press release and held a conference call announcing its results for the quarter ended April 30, 2020 and provided its business outlook. | cldr-20200603.htm |
| 2020-05-08 | 8-K | 2020-05-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 6, 2020, Robert Bearden, the President and Chief Executive Officer of Cloudera, Inc. (the “Company”), voluntarily forfeited restricted stock units to purchase 275,000 shares of the Company’s common stock previously granted in connection with Mr. Bearden’s appointment as the Company’s President and Chief Executive Officer effective January 13, 2020 (the forfeited restricted stock units, the “RSUs”). | cldr-20200507.htm |
| 2020-04-10 | 8-K | 2020-04-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 9, 2020, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Cloudera, Inc. (the “Company”) approved the amendment and restatement of the Company’s form of Severance and Change in Control Agreement (the “Amended CiC Agreement”) which provides severance benefits for eligible terminations for Jim Frankola, the Company’s Chief Financial Officer and Arun Murthy, the Company’s Chief Product Officer (together, the “Executive Officers”). | cldr-20200410.htm |
| 2020-03-26 | 8-K | 2020-03-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 5.03 On March 25, 2020, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to adopt a new Article XI, Exclusive Forum, a provision designating the federal district courts of the United States as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended. | cldr-20200324.htm |
| 2020-03-10 | 8-K | 2020-03-10 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 10, 2020, Cloudera, Inc. (the "Company") issued a press release and held a conference call announcing its results for the fourth quarter and the full year ended January 31, 2020 and providing its business outlook. 8.01 On March 3, 2020, the Board of Directors of the Company authorized a share repurchase program of up to $100 million of the Company’s common stock (the “Repurchase Program”). | cldr-20200310.htm |
| 2020-01-16 | 8-K | 2020-01-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 12, 2020, the Board of Directors (the “Board”) of Cloudera, Inc. (the “Company”) appointed Mr. Robert Bearden, who currently serves as a member of the Board, as the President and Chief Executive Officer of the Company (the “Appointment”) and the Company entered into an offer letter with Mr. Bearden (the “Employment Agreement”) providing the terms of Mr. Bearden’s employment with the Company, each effective January 13, 2020. | cloudera8-k11620.htm |
| 2019-12-05 | 8-K | 2019-12-05 | 2.02 Results of Operations and Financial Condition | 2.02 On December 5, 2019, Cloudera, Inc. (the "Company") issued a press release and held a conference call announcing its results for the quarter ended October 31, 2019 and providing its business outlook. | q3-20cldr8xk.htm |
| 2019-09-04 | 8-K | 2019-09-04 | 2.02 Results of Operations and Financial Condition | 2.02 On September 4, 2019, Cloudera, Inc. (the "Company") issued a press release and held a conference call announcing its results for the quarter ended July 31, 2019 and providing its business outlook. | q2-20cldr8xk.htm |
| 2019-08-12 | 8-K | 2019-08-12 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 The disclosure set forth in Item 1.01 of this Current Report on Form 8‑K with respect to the Board composition is incorporated by reference into this Item 5.02. 7.01 On August 12, 2019, the Company issued a press release announcing the Company’s entry into the Agreement with the Icahn Group. | cldr8-k8122019.htm |
| 2019-08-05 | 8-K | 2019-07-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 As previously disclosed in the Current Report on Form 8‑K filed by Cloudera, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 5, 2019, Mr. Thomas J. Reilly has agreed to resign from his position as the Chief Executive Officer (“CEO”) of the Company. 8.01 On July 31, 2019, the Company and Mr. Thomas J. Reilly, the Company’s departing Chief Executive Officer and Board member, entered into a certain Share Acquisition and Restriction Agreement (the “Share Acquisition Agreement”), pursuant to which Mr. Reilly has committed to purchase at least $5.0 million of the Company’s Common Stock through open market purchases no later than forty (40) trading days following the opening of the trading window under the Company’s insider trading policy following the announcement of the Company’s results for the second quarter of fiscal 2020 – and not to sell or otherwise dispose of such shares (the “Publicly Acquired Shares”) for at least one year following the date of purchase. | cldr-8xk.htm |
| 2019-06-24 | 8-K | 2019-06-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 20, 2019, Cloudera, Inc. (the “Company”) held its annual meeting of stockholders at 525 Market Street, 31st Floor, San Francisco, California 94105 (the “Annual Meeting”). | cldr-form8xk2019asmworkiva.htm |
| 2019-06-05 | 8-K | 2019-05-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 31, 2019, Thomas J. Reilly and the Board of Directors (the “Board”) of Cloudera, Inc. (the “Company”) mutually agreed that he would retire as Chief Executive Officer and a member of the Board, effective July 31, 2019 (the “Effective Date”). | cloudera8-k6519.htm |
| 2019-06-05 | 8-K | 2019-06-05 | 2.02 Results of Operations and Financial Condition | 2.02 On June 5, 2019, Cloudera, Inc. (the "Company") issued a press release and held a conference call announcing its results for the quarter ended April 30, 2019 and providing its business outlook. | q1-20cldr8xk.htm |
| 2019-03-13 | 8-K | 2019-03-13 | 2.02 Results of Operations and Financial Condition | 2.02 On March 13, 2019, Cloudera, Inc. (the "Company") issued a press release and held a conference call announcing its results for the quarter ended January 31, 2019 and providing its business outlook. | q4-19cldr8xk.htm |
| 2019-03-08 | 8-K/A | 2019-01-03 | 9.01 Financial Statements and Exhibits | 9.01 (a) Pro Forma Financial Information. | cloudera8-ka.htm |
| 2019-01-09 | 8-K/A | 2019-01-03 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | cloudera8-k182019.htm |
| 2019-01-03 | 8-K | 2019-01-03 | 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 On January 3, 2019, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018 (the “Merger Agreement”), by and among Cloudera, Inc., a Delaware corporation (“Cloudera”), Surf Merger Corporation, a Delaware corporation (“Merger Sub”) and Hortonworks, Inc., a Delaware corporation (“Hortonworks”), Merger Sub merged with and into Hortonworks, with Hortonworks continuing as the surviving corporation (the “Merger”). 5.02 Pursuant to the terms of the Merger Agreement, upon the Effective Time, Michael A. Olson and Steve J. Sordello resigned from the board of directors of Cloudera (the “Board”). 8.01 On January 3, 2019, Cloudera issued a press release announcing the consummation of the Merger. | cloudera8-k132019.htm |
| 2018-12-28 | 8-K | 2018-12-28 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On December 28, 2018, Cloudera, Inc. (the “Company” or “Cloudera”) held its special meeting of stockholders (the “Special Meeting”) at 395 Page Mill Road, Palo Alto, California 94306. 8.01 To the extent required, the information included in Item 5.07 of this Form 8-K is incorporated into this Item 8.01. | cldrf8-k12282018.htm |
| 2018-12-06 | 8-K | 2018-12-05 | 2.02 Results of Operations and Financial Condition | 2.02 announcing its results for the quarter ended October 31, 2018 and providing its business outlook. | q3fy19cldr8-k.htm |
| 2018-11-20 | 8-K | 2018-11-19 | 8.01 Other Events | 8.01 The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the previously announced proposed “merger of equals” transaction between Cloudera, Inc. (“Cloudera”) and Hortonworks, Inc. (“Hortonworks”) was terminated on November 19, 2018. | clouderaf8-k111918.htm |
| 2018-10-03 | 8-K | 2018-10-03 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 The information set forth below under the section “Governance” in Item 1.01 is hereby incorporated by referenced into this Item 5.02(c). 8.01 On October 3, 2018, Cloudera and Hortonworks issued a joint press release announcing the execution of the Merger Agreement. | cldr8-k10318.htm |
| 2018-09-05 | 8-K | 2018-09-05 | 2.02 Results of Operations and Financial Condition | 2.02 On September 5, 2018, Cloudera, Inc. (the "Company") issued a press release announcing its results for the quarter ended July 31, 2018 and providing its business outlook. | q2fy19cldr8-k.htm |
| 2018-07-05 | 8-K | 2018-07-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 2, 2018, Ping Li advised the Board of Directors (the “Board”) of Cloudera, Inc. (the “Company”) that he would resign as a Class II director of the Company and as a member of the compensation committee of the Board, effective immediately. | cldr-form8xkxdirectorresig.htm |
| 2018-06-29 | 8-K | 2018-06-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 27, 2018, Cloudera, Inc. (the “Company”) held its annual meeting of stockholders at 525 Market Street #3100, San Francisco, California 94105 (the “Annual Meeting”). | cldr-form8xk2018asm.htm |
| 2018-06-06 | 8-K | 2018-06-06 | 2.02 Results of Operations and Financial Condition | 2.02 On June 6, 2018, Cloudera, Inc. (the "Company") issued a press release announcing its results for the quarter ended April 30, 2018 and providing its business outlook. | q1fy19cldr8-k.htm |
| 2018-04-03 | 8-K | 2018-04-03 | 2.02 Results of Operations and Financial Condition | 2.02 On April 3, 2018, Cloudera, Inc. (the "Company") issued a press release announcing its results for the quarter ended January 31, 2018 and providing its business outlook. | q4-18cldr8k.htm |
| 2018-03-29 | 8-K | 2018-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 To be effective on March 23, 2018, the Compensation Committee of the Board of Directors of Cloudera, Inc. (“Cloudera”) approved and adopted (i) terms for a Cloudera Bonus Plan – Executive Officers and Leadership Team (the “Bonus Plan”) to provide annual compensation incentives to executive officers of Cloudera and (ii) performance metrics under the Bonus Plan applicable for Cloudera’s fiscal year 2019 (the “2019 Performance Metrics”). | cldr8-k32318.htm |
| 2018-02-02 | 8-K | 2018-02-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 1, 2018, the Board of Directors (the “Board”) of Cloudera, Inc. (the “Company”) designated Priya Jain, age 38, the Company’s Corporate Controller, as its Principal Accounting Officer, effective immediately. | cldr-8xk.htm |
| 2017-12-07 | 8-K | 2017-12-04 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On December 7, 2017, Cloudera, Inc. (the "Company") issued a press release announcing its results for the quarter ended October 31, 2017 and providing its business outlook. 5.02 On December 4, 2017, the Board of Directors of the Company (the “Board”) increased the size of the Board from seven to eight directors and appointed Rosemary Schooler to fill the newly created directorship, effective immediately, as a Class II director to hold office until the earliest to occur of the Company’s 2019 annual meeting of stockholders and until her successor is elected and qualified, or until her death, resignation or removal. | q3-18cldr8xk.htm |
| 2017-09-07 | 8-K | 2017-09-07 | 2.02 Results of Operations and Financial Condition | 2.02 On September 7, 2017, Cloudera, Inc. ("Cloudera") issued a press release announcing its results for the quarter ended July 31, 2017 and providing its business outlook. | q2-18cldr8xk.htm |
| 2017-06-08 | 8-K | 2017-06-08 | 2.02 Results of Operations and Financial Condition | 2.02 On June 8, 2017, Cloudera, Inc. ("Cloudera") issued a press release announcing its results for the quarter ended April 30, 2017 and providing its business outlook. | q1fy188-k.htm |