Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 1, 2023, Cloudflare, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). Holders of the Company's Class A common stock, par value $0.001 per share (the "Class A Common Stock"), were entitled to one vote on each proposal for each share held as of the close of business on April 10, 2023 (the "Record Date"), and holders of the Company's Class B common stock, par value $0.001 per share (the "Class B Common Stock"), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters submitted for a vote at the Annual Meeting. At the Annual Meeting, 248,398,725 shares of Class A Common Stock and 39,625,841 shares of Class B Common Stock, or approximately 90.36% of the total voting power of shares entitled to vote, were present virtually or represented by proxy and voted on the following proposals, which are described in more detail in the Company's definitive proxy statement filed with the United States Securities and Exchange Commission on April 20, 2023 (the "2023 Proxy Statement"):

Proposal One - Election of Class I Directors. The following nominees were each elected as a Class I director to serve until the Company's 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified. The results of such vote were:



        Nominee              For            Withheld         Broker Non-Votes
     Scott Sandell       469,657,302       130,620,612          44,379,221
    Michelle Zatlyn      535,818,854       64,459,060           44,379,221

Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2023 was ratified. The results of such vote were:



        For            Against       Abstained       Broker Non-Votes
    643,402,965        882,004        372,166               -

Proposal Three - Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, on an advisory non-binding basis, the compensation of the Company's named executive officers, as disclosed in the 2023 Proxy Statement. The results of such vote were:


        For             Against        Abstained       Broker Non-Votes
    442,513,765       157,079,612       684,537           44,379,221

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

 Exhibit No.      Description
     104          Cover Page Interactive Data File (formatted as Inline XBRL)

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