Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Pursuant to the DCP, participants may elect to defer salary, annual bonuses,
commissions, other approved cash compensation, and, unless otherwise determined
by the Administrator, restricted stock unit awards ("RSUs") and performance
stock unit awards (together with RSUs, "Equity Awards") granted under the
Amounts due under the DCP will be paid in shares of Company common stock that are issued under the Equity Plan and are considered grants of stock units under the Equity Plan in connection with the participant's employment with the Company; provided that, to the extent there are insufficient shares available under the Equity Plan to make any such payment in shares or any amount cannot be paid in a full number of shares, payment will be made in cash.
Obligations of the Company under the DCP represent at all times an unfunded and unsecured contractual obligation of the Company to pay amounts in the future in accordance with the terms of the DCP. Each participant in the DCP is an unsecured general creditor of the Company with respect to deferred compensation obligations. Any amounts set aside to defray the liabilities assumed by the Company will remain the general assets of the Company and remain subject to the claims of the Company's creditors until such amounts are distributed to participants.
The foregoing summary of the DCP does not purport to be complete and is
qualified in its entirety by reference to the text of the DCP, a copy of which
will be filed with the Company's annual report on Form 10-K for the fiscal year
ending
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Pursuant to this amendment, a nominee would be elected if he or she receives
more votes "for" than "against" his or her election, except that a plurality
voting standard will be applicable to any meeting with respect to which the
Secretary of the Company has received a stockholder notice of director
nomination in compliance with the Amended and Restated Bylaws. The Board also
amended the Company's Corporate Governance Guidelines ("Amended Guidelines") to
provide that, if an incumbent director does not receive a majority of the votes
cast (at an applicable meeting), such director shall promptly tender a
resignation following the certification of the vote. Under the Amended
Guidelines, the
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The foregoing summary does not purport to be a complete description of the Amended and Restated Bylaws and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws ofPalo Alto Networks, Inc. , dated as ofMay 17, 2022 . 104 Cover Page Interactive Data File (formatted as Inline XBRL) 2
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