Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) OnMarch 10, 2022 , at the annual meeting of shareholders for fiscal year 2021 (the "Annual Meeting"), the shareholders ofF5, Inc. (the "Company") voted to approve theF5, Inc. Incentive Plan, as amended and restated (the "Plan"), to increase the number of shares of common stock issuable under the Plan by an additional 1,200,000 shares.
The complete text of the Plan is set forth in Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's shareholders voted on: (1) the election of eleven directors to hold office until the annual meeting of shareholders for fiscal year 2022 and until their successors are elected and qualified; (2) the approval of the Plan to increase the number of shares of common stock issuable under the Plan by an additional 1,200,000 shares; (3) the ratification of the selection ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022; and (4) an advisory vote regarding approval of the compensation of the Company's named executive officers.
A total of 55,262,223 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:
Item 1: Election of eleven directors to hold office until the annual meeting of shareholders for fiscal year 2022:
Name of Director For Against Abstain Broker Non-Votes Sandra E. Bergeron 48,719,343 2,968,022 70,551 3,504,307 Elizabeth L. Buse 50,632,491 1,054,824 70,601 3,504,307 Michael L. Dreyer 48,009,118 3,675,522 73,276 3,504,307 Alan J. Higginson 47,400,834 4,284,684 72,398 3,504,307 Peter S. Klein 42,416,547 9,269,355 72,014 3,504,307 François Locoh-Donou 51,406,623 237,710 113,583 3,504,307 Nikhil Mehta 49,429,041 2,256,620 72,255 3,504,307 Michael F. Montoya 51,458,159 187,621 112,136 3,504,307 Marie E. Myers 50,468,651 1,218,788 70,477 3,504,307 James M. Phillips 50,660,385 1,024,430 73,101 3,504,307 Sripada Shivananda 49,500,905 2,183,437 73,574 3,504,307
Item 2: Approval of the Plan to increase the number of shares of common stock issuable under the Plan by an additional 1,200,000 shares:
For Against Abstain Broker Non-Votes 45,324,388 6,346,213 87,315 3,504,307
Item 3: Ratification of the selection of
For Against Abstain 51,912,915 3,280,672 68,636
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Item 4: Advisory vote on the approval of the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 44,501,349 7,168,029 88,538 3,504,307
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: 10.1 F5, Inc. Incentive Plan, as amended and restated . 104 Cover Page Interactive Data File (embedded within the
Inline XBRL document).
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