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

On June 3, 2021, Cloudflare, Inc. (the "Company") held its 2021 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 14, 2021 (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, 219,092,831 shares of Class A Common Stock and 52,234,143 shares of Class B Common Stock, or approximately 92.69% 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 21, 2021 (the "2021 Proxy Statement"):

Proposal One - Election of Class II Directors. The following nominees were each elected as a Class II director to serve until the Company's 2024 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
      Maria Eitel        669,567,999       30,137,296          41,728,966
    Matthew Prince       652,894,404       46,810,891          41,728,966
     Katrin Suder        672,340,946       27,364,349          41,728,966

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, 2021 was ratified. The results of such vote were:



        For            Against       Abstained       Broker Non-Votes
    740,435,668        129,330        869,263               -

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 2021 Proxy Statement. The results of such vote were:



        For            Against       Abstained       Broker Non-Votes
    692,377,987       5,847,967      1,479,341          41,728,966

Proposal Four - Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Compensation of Named Executive Officers. The stockholders indicated, on an advisory non-binding basis, their preference for one year as the frequency of holding future advisory non-binding votes on the compensation of the Company's named executive officers. The results of such vote were:



       1 Year          2 Years        3 Years       Abstained       Broker Non-Votes
    698,425,456        116,160        437,887        725,792           41,728,966

Based on the results of the vote, and consistent with the Board's recommendation, the Company has determined to hold a non-binding advisory vote regarding the compensation of its named executive officers every year until the next required non-binding advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers.

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