Snowflake Inc.
For the period ended Jul 31, 2026. Filed Sep 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2026 · Filed Sep 4, 2026
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ITEM 5. Other Information
Trading Plans
During our last fiscal quarter, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Amendment and Restatement of Bylaws
On August 31, 2026, the Company’s board of directors (Board), upon the recommendation of the nominating and governance committee of the Board, approved and adopted an amendment and restatement of the Company’s bylaws (Amended and Restated Bylaws), effective as of such date, to:
implement a majority vote standard for uncontested director elections under which a director nominee will be elected to the Board only if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election, with “abstentions” and “broker non-votes” not counted as votes cast,” with the plurality vote standard continuing to apply to contested elections (as defined in the Amended and Restated Bylaws);
update the advance notice provision to require submission of a completed questionnaire with respect to director nominees proposed by stockholders; and
make certain conforming, technical, clarifying, and ministerial changes.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
In connection with the adoption of the Amended and Restated Bylaws, the Board also approved an amendment to the Board’s corporate governance guidelines to, among other things, adopt a director resignation policy in connection with the majority vote standard for director elections.
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