F5, INC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On March 11, 2021 , Michel Combes resigned from his position as a director of
F5 Networks, Inc. (the "Company"), including his membership on the Nominating &
Corporate Governance Committee , effective immediately. The resignation was not
the result of any disagreement with the Company. The Company's Board of
Directors (the "Board") expresses its appreciation for Mr. Combes' valued
service to the Company, including his insights regarding Company operations and
strategy.
Pursuant to the recommendation of the
Mr. Combes provided his resignation in connection with the Company's majority voting policy as set forth in the Company's bylaws. As reflected in Item 5.07 below,Mr. Combes received more votes "against" than votes "for" his election. We understand that the proxy advisory firmsInstitutional Shareholder Services (ISS) and Glass Lewis initially recommended a vote "against"Mr. Combes' election solely due to his 2020 Board and committee meeting attendance record. Following these recommendations, and feedback from investors, the Company filed supplemental proxy materials regardingMr. Combes' attendance record, elaborating on the extenuating circumstances that impacted his ability to attend meetings in 2020 including the unforeseen scheduling conflicts related to his position and responsibilities as CEO of Sprint during its complex merger with T-Mobile in 2020, as well as logistical and timing challenges due to COVID-19 restrictions which prohibited him from returning to theU.S. fromFrance as scheduled. Subsequently, Glass Lewis changed its recommendation to a vote "for"Mr. Combes . However, based upon the recommendation of ISS and discussions with several large shareholders, it is the Company's understanding thatMr. Combes' ultimate receipt of more votes "against" than "for" was solely because of his attendance record and not as a result of his performance as a director.
(e) On
The complete text of the 2014 Plan is set forth in Exhibit 10.1 to this Form 8-K and is 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 ten directors to hold office until the annual meeting of shareholders for fiscal year 2021 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 900,000 shares; (3) the ratification of the selection ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2021; and (4) an advisory vote regarding approval of the compensation of the Company's named executive officers. -------------------------------------------------------------------------------- A total of 54,781,474 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 ten directors to hold office until the annual meeting of shareholders for fiscal year 2021: Name of Director For Against Abstain Broker Non-Votes Sandra E. Bergeron 49,303,668 1,872,226 19,444 3,586,136 Elizabeth L. Buse 51,056,225 119,407 19,706 3,586,136 Michel Combes 24,080,765 27,017,098 97,475 3,586,136 Michael L. Dreyer 46,223,452 4,950,009 21,877 3,586,136 Alan J. Higginson 48,319,325 2,855,021 20,992 3,586,136 Peter S. Klein 50,966,424 200,189 28,725 3,586,136 François Locoh-Donou 51,143,957 30,816 20,565 3,586,136 Nikhil Mehta 51,143,151 23,458 28,729 3,586,136 Marie E. Myers 50,118,347 1,057,122 19,869 3,586,136 Sripada Shivananda 51,140,261 25,255 29,822 3,586,136 Item 2: Approval of the 2014 Plan to increase the number of shares of common stock issuable under the 2014 Plan by an additional 900,000 shares: For Against Abstain Broker Non-Votes 41,862,028 9,295,220 38,090 3,586,136
Item 3: Ratification of the selection of
For Against Abstain
51,677,188 3,086,431 17,855
Item 4: Advisory vote on the approval of the compensation of the Company's named executive officers:
For Against Abstain Broker Non-Votes
44,816,558 6,252,576 126,204 3,586,136
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: 10.1F5 Networks, Inc. 2014 Incentive Plan, as amended and restated
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