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

On June 2, 2020, Cloudflare, Inc. (the "Company") held its 2020 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 13, 2020 (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. At the Annual Meeting, 139,647,380 shares of Class A Common Stock and 138,690,387 shares of Class B Common Stock, or approximately 92.99% 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 22, 2020:

Proposal One - Election of Class I Directors. The following nominees were each elected as a Class I director to serve until the Company's 2023 annual meeting of stockholders or until his or her successor is duly elected and qualified.




        Nominee                For             Withheld        Broker Non-Votes
     Scott Sandell        1,478,247,725       26,162,413          22,141,112
    Michelle Zatlyn       1,487,030,678       17,379,460          22,141,112

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, 2020 was ratified.




          For             Against       Abstained       Broker Non-Votes
     1,526,136,665        232,441        182,144               -

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses