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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On March 11, 2021, Michel Combes resigned from his position as a director of F5 Networks, Inc. (the “Company”), including his membership on the Nominating & Corporate Governance Committee, effective immediately. The resignation was not the result of any disagreement with the Company. The Company’s Board of Directors (the “Board”) expresses its appreciation for Mr. Combes’ valued service to the Company, including his insights regarding Company operations and strategy.
Pursuant to the recommendation of the Nominating & Corporate Governance Committee, the Board voted to reduce the size of the Board from ten to nine members, effective immediately. As a result of such reduction, there are currently no vacancies on the Board.
Mr. Combes provided his resignation in connection with the Company’s majority voting policy as set forth in the Company’s bylaws. As reflected in Item 5.07 below, Mr. Combes received more votes “against” than votes “for” his election. We understand that the proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis initially recommended a vote “against” Mr. Combes’ election solely due to his 2020 Board and committee meeting attendance record. Following these recommendations, and feedback from investors, the Company filed supplemental proxy materials regarding Mr. Combes’ attendance record, elaborating on the extenuating circumstances that impacted his ability to attend meetings in 2020 including the unforeseen scheduling conflicts related to his position and responsibilities as CEO of Sprint during its complex merger with T-Mobile in 2020, as well as logistical and timing challenges due to COVID-19 restrictions which prohibited him from returning to the U.S. from France as scheduled. Subsequently, Glass Lewis changed its recommendation to a vote “for” Mr. Combes. However, based upon the recommendation of ISS and discussions with several large shareholders, it is the Company’s understanding that Mr. Combes’ ultimate receipt of more votes “against” than “for” was solely because of his attendance record and not as a result of his performance as a director.
(e) On March 11, 2021, at the annual meeting of shareholders for fiscal year 2020 (the “Annual Meeting”), the shareholders of F5 Networks, Inc. (the “Company”) voted to approve the F5 Networks, Inc. 2014 Incentive Plan, as amended and restated (the “2014 Plan”), to increase the number of shares of common stock issuable under the 2014 Plan by an additional 900,000 shares.
The complete text of the 2014 Plan is set forth in Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, the Company’s shareholders voted on: (1) the election of ten directors to hold office until the annual meeting of shareholders for fiscal year 2021 and until their successors are elected and qualified; (2) the approval of the 2014 Plan to increase the number of shares of common stock issuable under the 2014 Plan by an additional 900,000 shares; (3) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021; and (4) an advisory vote regarding approval of the compensation of the Company’s named executive officers.
A total of 54,781,474 shares of the Company’s common stock outstanding and entitled to vote were present at the meeting in person or by proxy at the Annual Meeting. The voting results were as follows:
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Item 1: Election of ten directors to hold office until the annual meeting of shareholders for fiscal year 2021:
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Name of Director
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For
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Against
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Abstain
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Broker Non-Votes
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Sandra E. Bergeron
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49,303,668
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1,872,226
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19,444
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3,586,136
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Elizabeth L. Buse
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51,056,225
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119,407
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19,706
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3,586,136
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Michel Combes
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24,080,765
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27,017,098
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97,475
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3,586,136
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Michael L. Dreyer
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46,223,452
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4,950,009
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21,877
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3,586,136
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Alan J. Higginson
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48,319,325
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2,855,021
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20,992
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3,586,136
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Peter S. Klein
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50,966,424
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200,189
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28,725
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3,586,136
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François Locoh-Donou
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51,143,957
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30,816
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20,565
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3,586,136
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Nikhil Mehta
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51,143,151
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23,458
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28,729
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3,586,136
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Marie E. Myers
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50,118,347
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1,057,122
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19,869
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3,586,136
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Sripada Shivananda
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51,140,261
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25,255
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29,822
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3,586,136
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Item 2: Approval of the 2014 Plan to increase the number of shares of common stock issuable under the 2014 Plan by an additional 900,000 shares:
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For
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Against
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Abstain
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Broker Non-Votes
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41,862,028
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9,295,220
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38,090
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3,586,136
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Item 3: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021:
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For
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Against
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Abstain
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51,677,188
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3,086,431
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17,855
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Item 4: Advisory vote on the approval of the compensation of the Company’s named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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44,816,558
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6,252,576
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126,204
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3,586,136
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