Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Appointment of New Director
On May 13, 2021, the Board of Directors (the "Board") of Palo Alto Networks,
Inc., a Delaware corporation (the "Company"), appointed Aparna Bawa to the Board
to serve as a Class III director whose term expires at the annual meeting to be
held in 2023. In addition, the Board appointed Ms. Bawa to the Audit Committee
of the Board.
Ms. Bawa, age 43, has served as the Chief Operating Officer and Interim Chief
Legal Officer of Zoom Video Communications, Inc., a video communications
company, since May 2020. Ms. Bawa served as Zoom's Chief Legal Officer from
August 2019 to May 2020, its General Counsel from September 2018 to May 2020 and
its Secretary from December 2018 to November 2020. Prior to Zoom Video
Communications, Ms. Bawa served as Senior Vice President and General Counsel of
Magento, Inc., an e-commerce platform company, from June 2017 until its
acquisition by Adobe Inc. in June 2018. From November 2012 to May 2017, Ms. Bawa
served as Vice President, General Counsel and Secretary of Nimble Storage, Inc.,
an enterprise flash storage company, which was acquired by Hewlett Packard
Enterprise in April 2017. Ms. Bawa holds a B.Sc. in Accounting from Marquette
University and a J.D. from Harvard Law School. Ms. Bawa was selected to serve on
our Board due to her extensive experience in technology companies.
In connection with Ms. Bawa's appointment to the Board and in accordance with
the Company's Director Compensation Policy, the Board approved an initial award
of restricted stock units for Ms. Bawa having a value of approximately
$1,000,000 which will be granted effective as of May 20, 2021 (the "Grant
Date"). These restricted stock units will vest over three years, with one-third
of the shares subject to the award vesting on the first anniversary of the Grant
Date, and the remaining shares vesting equally over the next two years on a
quarterly basis, subject to continued service on the Board, on the applicable
vesting date. In the event of a change of control, all shares subject to the
award would become fully vested and immediately exercisable. The restricted
stock units are subject to the terms and conditions of the Company's 2012 Equity
Incentive Plan and its related grant agreements. In addition, the Company
expects to grant an annual award of restricted stock units having a value of
approximately $300,000 (plus any fees for committee service) to Ms. Bawa on the
date of each annual meeting of stockholders, beginning with the annual meeting
of stockholders to be held in 2022, subject to her continued service on the
Board. Each annual award of restricted stock units is expected to vest over one
year on a quarterly basis. The Company will also reimburse Ms. Bawa for all
reasonable expenses in connection with her service to the Company. The foregoing
description of Ms. Bawa's offer letter does not purport to be complete and is
qualified in its entirety by reference to the offer letter, which is attached as
Exhibit 10.1 to our Original Form 8-K.
Ms. Bawa executed the Company's standard form of indemnification agreement (see
Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended
July 31, 2020 filed with the Securities and Exchange Commission on September 4,
2020).
There is no arrangement or understanding between Ms. Bawa and any other persons
pursuant to which Ms. Bawa was elected as a director.
Ms. Bawa is not a party to any transaction, or series of transactions, required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
On May 14, 2021, the Company issued a press release announcing the appointment
of Ms. Bawa as a director. The press release is attached as Exhibit 99.1 to
our Original Form 8-K.
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