Item 5.07 Submission of Matters to a Vote of Security Holders.

CrowdStrike Holdings, Inc. (the "Company") held its Annual Meeting of Stockholders on June 30, 2021 (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on May 5, 2021, the record date for the Annual Meeting, there were 199,152,336 shares of Class A common stock outstanding and entitled to vote and 26,601,335 shares of Class B common stock outstanding and entitled to vote. Holders of Class A common stock were entitled to one vote per share on each proposal. Holders of Class B common stock were entitled to 10 votes per share on each proposal.

At the Annual Meeting, the Company's stockholders voted on the following five proposals, each of which is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 14, 2021. The number of votes cast with respect to each proposal was as indicated below:

1. Election of Class II Directors. The following nominees were elected to serve


    as Class II directors until the Company's 2024 annual meeting of stockholders
    and until their respective successors are duly elected and qualified, or, if
    sooner, until the director's death, resignation or removal, based on the
    following results of voting:




Nominee               Votes For        Votes Withheld       Broker Non-Votes
Roxanne S. Austin     338,671,162         27,743,713            32,096,195
Sameer K. Gandhi      337,005,384         29,409,491            32,096,195
Gerhard Watzinger     336,275,381         30,139,494            32,096,195

2. Ratification of Selection of Independent Registered Public Accounting Firm.

The selection of PricewaterhouseCoopers LLP as the independent registered

public accounting firm for the Company for the fiscal year ending January 31,

2022 was ratified based on the following results of voting:






  Votes For        Votes Against       Abstentions      Broker Non-Votes
  397,604,425          512,129            394,516             N/A

3. Advisory Non-Binding Vote Regarding the Company's Executive Compensation. The

results of the advisory vote regarding the Company's executive compensation


    were as follows:




  Votes For        Votes Against       Abstentions       Broker Non-Votes
  282,951,084         83,008,439          455,352            32,096,195

4. Advisory Non-Binding Vote Regarding How Frequently the Company's Stockholders

Will Vote on Executive Compensation. The results of the advisory, non-binding

vote regarding how frequently the Company's stockholders will vote on our

executive compensation were as follows:






  One Year       Two Years       Three Years       Abstentions       Broker Non-Votes
  96,357,442        226,113       269,271,283         560,037            32,096,195

5. Approval of Amendment to our 2019 Employee Stock Purchase Plan. The Amendment

to our 2019 Employee Stock Purchase Plan was approved, based on the following


    results of voting:




  Votes For        Votes Against       Abstentions       Broker Non-Votes
  342,912,626         22,880,947          621,302            32,096,195


 Item 8.01 Other Events

As part of a regular review of the corporate governance practices of the Company and in an effort to continue to attract and retain qualified members of the Board, the Board approved revisions to the Company's Outside Director Compensation Policy (the "Director Compensation Policy"), which provides annual cash and equity compensation, on the terms and conditions contained therein. The Director Compensation Policy is intended to enable the Company to attract qualified directors, provide them with compensation at a level that is consistent with the Company's compensation objectives, and in the case of equity-based compensation, align our directors' interests with those of our stockholders. The revisions to the Director Compensation Policy were effective as of June 30, 2021.

Under the Director Compensation Policy, the Company's non-employee directors are entitled to receive the following cash compensation, payable in quarterly installments:

· Non-executive board chair: $50,000

· Board member: $33,500

· Audit committee chair: $24,000

· Audit committee member: $10,000

· Compensation committee chair: $15,000

· Compensation committee member: $7,500

· Nominating and corporate governance committee chair: $10,000

· Nominating and corporate governance committee member: $4,000

These directors will receive equity-based compensation in the form of RSUs with respect to shares of Class A common stock granted pursuant to the Crowdstrike Holdings, Inc. 2019 Equity Incentive Plan.

Each non-employee director joining the Board will be automatically granted the following awards upon first joining our Board:

· an initial RSU award with a value of $375,000, vesting annually over three

years, subject to continued service on the Board; plus

· an annual RSU award with a value of $200,000, pro-rated based on the director's

length of service prior to the next annual meeting of stockholders. This award

will vest on the earlier of (i) the date of the next annual meeting of

stockholders held after the director first joins the Board or (ii) the date on

which the other directors' annual awards described below for such year vest,

subject to continued service on the Board.

On the day of the annual meeting of stockholders, beginning on June 30, 2021, each continuing non-employee director will be automatically granted:

· an annual RSU award with a value of $200,000, vesting in full on the earlier of


   (i) the one-year anniversary of the date of grant or (ii) the date of the next
   annual meeting of stockholders held after the date of grant, in each case,
   subject to continued service on the Board.

The foregoing description of the amended Director Compensation Policy is only a summary and is qualified in its entirety by the full text of the amended Director Compensation Policy, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number                              Description of Exhibit
  10.1       Outside Director Compensation Policy, as amended on June 30, 2021
104        Cover Page Interactive Data File - the cover page iXBRL tags are
           embedded within the Inline XBRL document

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