F5, INC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On March 9, 2023 , at the annual meeting of shareholders for fiscal year 2022
(the "Annual Meeting"), the shareholders of F5, Inc. (the "Company") voted to
approve (i) the F5, Inc. Incentive Plan, as amended and restated (the "Incentive
Plan"), to increase the number of shares of common stock issuable under the
Incentive Plan by an additional 4,500,000 shares and (ii) the F5, Inc. Employee
Stock Purchase Plan, as amended and restated (the "ESPP"), to increase the
number of shares of common stock issuable under the ESPP by an additional
2,000,000 shares.
The complete texts of the Incentive Plan and the ESPP are set forth in Exhibits
10.1 and 10.2, respectively, to this Form 8-K and are each 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 2023 and until their successors are elected and qualified; (2) the
approval of the Incentive Plan to increase the number of shares of common stock
issuable under the Incentive Plan by an additional 4,500,000 shares; (3) the
approval of the ESPP to increase the number of shares of common stock issuable
under the ESPP by an additional 2,000,000 shares; (4) the ratification of the
selection of PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for fiscal year 2023; (5) an advisory vote regarding
approval of the compensation of the Company's named executive officers; and (6)
an advisory vote regarding the frequency of the advisory vote regarding approval
of the compensation of the Company's named executive officers.
A total of 55,071,565 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 2023:
Name of Director For Against Abstain Broker Non-Votes
Marianne N. Budnik 50,851,207 236,253 38,239 3,945,866
Elizabeth L. Buse 48,206,612 2,880,848 38,239 3,945,866
Michael L. Dreyer 47,212,736 3,871,011 41,952 3,945,866
Alan J. Higginson 47,597,232 3,486,483 41,984 3,945,866
Peter S. Klein 45,305,569 5,777,017 43,113 3,945,866
François Locoh-Donou 50,797,016 294,720 33,963 3,945,866
Nikhil Mehta 49,035,165 2,049,999 40,535 3,945,866
Michael F. Montoya 49,582,861 1,501,845 40,993 3,945,866
Marie E. Myers 43,056,340 8,029,070 40,289 3,945,866
James M. Phillips 49,486,158 1,596,524 43,017 3,945,866
Sripada Shivananda 49,578,162 1,504,313 43,224 3,945,866
Item 2: Approval of the Incentive Plan to increase the number of shares of common stock issuable under the Incentive Plan by an additional 4,500,000 shares:
For Against Abstain Broker Non-Votes
35,794,039 15,283,545 48,115 3,945,866
Item 3: Approval of the ESPP to increase the number of shares of common stock issuable under the ESPP by an additional 2,000,000 shares:
For Against Abstain Broker Non-Votes
50,523,070 571,584 31,045 3,945,866
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Item 4: Ratification of the selection of
For Against Abstain
53,163,051 1,878,257 30,257
Item 5: Advisory vote on the approval of the compensation of the Company's named executive officers:
For Against Abstain Broker Non-Votes
44,405,191 6,662,165 58,343 3,945,866
Item 6: Advisory vote on the frequency of the advisory vote on the approval of the compensation of the Company's named executive officers:
One Year Two Years Three Years Abstain
50,249,863 55,174 787,262 33,400
In light of the shareholder preference reflected in the voting results with
respect to the frequency of the advisory vote on the approval of the
compensation of the Company's named executive officers, the Company has
determined to continue to hold each year an advisory vote on the approval of the
compensation of the Company's named executive officers until at least the next
advisory shareholder vote on the frequency of such vote
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
10.1
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