Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2021, the Board of Directors (the "Board") of Cloudera, Inc. (the "Company") elected Gary Hu to the Board effective immediately. Mr. Hu is a director designated by Icahn Enterprises, L.P. ("Icahn Enterprises") in accordance with the Voting and Standstill Agreement between the Company and Icahn Enterprises and certain of its affiliates, dated August 12, 2019. Mr. Hu replaces Nicholas Graziano, who had been an Icahn Enterprises designee and resigned from the Company's Board of Directors, effective January 7, 2021. Jesse Lynn continues as the other Icahn Enterprises board designee. Mr. Hu will serve as a member of the class of directors serving until the Company's 2021 annual meeting of stockholders, or until his earlier death, resignation or removal.

Mr. Hu currently serves as a Portfolio Manager of Icahn Capital L.P. ("Icahn Capital"), the investments arm of Icahn Enterprises, which is a diversified holding company. Prior to joining Icahn Capital in 2020, he held investment management roles at Silver Point Capital, a credit focused investment fund, and Stockbridge Investors, the public securities affiliate of Berkshire Partners, a leading middle market private equity firm. Mr. Hu graduated summa cum laude from the University of Pennsylvania with a BS Econ in Finance and Accounting from the Wharton School and a BAS in Computer Science from the School of Engineering and Applied Sciences

As a non-employee director, Mr. Hu will receive compensation in accordance with the Company's non-employee director compensation program. Pursuant to this program, upon the effective date of his appointment to the Board, Mr. Hu received an award of restricted stock units with a grant date fair value of $230,000 (the "Initial Award"), which will vest fully on June 15, 2021. Mr. Hu will be eligible for annual cash retainers in the amount of $35,000 for service as a member of the Board. Mr. Hu will also enter into an indemnification agreement with the Company consistent with the form agreement executed with each of the Company's current officers and directors.

Mr. Graziano's resignation was not a result of any disagreement with the Company or any matter relating to the Company's operations, policies (including accounting or financial policies) or practices. In addition, in connection with Mr. Graziano's resignation from the Board, all of Mr. Graziano's outstanding equity awards from the Company shall accelerate and vest in full.

Item 9.01 - Financial Statements and Exhibits



Number               Description
99.1                   Press release, dated January 7, 2021
                     Cover Page Interactive Data File (the cover page XBRL tags are embedded
104                  within the inline XBRL document).

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