Document


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
March 14, 2019
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Washington
 
000-26041
 
91-1714307
 
 
 
 
 
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
401 Elliott Avenue West
 
 
Seattle, WA
 
98119
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On March 14, 2019, at the annual meeting of shareholders for fiscal year 2018 (the “Annual Meeting”), the shareholders of F5 Networks, Inc. (the “Company”) voted to approve (i) 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 1,750,000 shares and (ii) the F5 Networks, Inc. 2011 Employee Stock Purchase Plan, as amended and restated (the “2011 Plan”), to increase the number of shares of common stock issuable under the 2011 Plan by an additional 2,000,000 shares.

The complete texts of the 2014 Plan and 2011 Plan 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 2019 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 1,750,000 shares; (3) the approval of the 2011 Plan to increase the number of shares of common stock issuable under the 2011 Plan 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 2019; and (5) an advisory vote regarding approval of the compensation of the Company’s named executive officers.

A total of 49,871,270 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 2019:
 
Name of Director
For
Against
Abstain
Broker Non-Votes
 
A. Gary Ames
42,773,216
3,234,937
30,978
3,832,139
 
Sandra E. Bergeron
45,518,565
491,882
28,684
3,832,139
 
Deborah L. Bevier
44,971,813
1,038,254
29,064
3,832,139
 
Michael Combes
45,737,000
270,770
31,361
3,832,139
 
Michael L. Dreyer
45,716,203
291,964
30,964
3,832,139
 
Alan J. Higginson
43,392,307
2,615,895
30,929
3,832,139
 
Peter S. Klein
45,986,617
21,758
30,756
3,832,139
 
François Locoh-Donou
45,438,023
571,848
29,260
3,832,139
 
John McAdam
45,035,202
976,002
27,927
3,832,139
 
Nikhil Mehta
45,250,821
757,079
31,231
3,832,139
 
Marie E. Myers
45,988,652
21,678
28,801
3,832,139
Item 2: Approval of the 2014 Plan to increase the number of shares of common stock issuable under the 2014 Plan by an additional 1,750,000 shares:
 
For
Against
Abstain
Broker Non-Votes
 
 
35,719,508
10,281,704
37,919
3,832,139
 




Item 3: Approval of the 2011 Plan to increase the number of shares of common stock issuable under the 2011 Plan by an additional 2,000,000 shares:
 
For
Against
Abstain
Broker Non-Votes
 
 
45,920,993
78,267
39,871
3,832,139
 
Item 4: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019:
 
For
Against
Abstain
 
 
 
47,234,855
2,602,232
34,183
 
 
Item 5: Advisory vote on the approval of the compensation of the Company’s named executive officers:
 
For
Against
Abstain
Broker Non-Votes
 
 
37,376,376
8,585,378
77,377
3,832,139
 
Item 9.01
Financial Statements and Exhibits.
10.1
 
10.2
 








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
F5 NETWORKS, INC.
 (Registrant)
  
 
Date: March 14, 2019
By:
/s/ Scot F. Rogers
 
 
 
Scot F. Rogers
 
 
 
Executive Vice President and General Counsel