PALO ALTO NETWORKS, INC.

(PANW)
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PALO ALTO NETWORKS INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

12/15/2021 | 05:29pm EDT

Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 14, 2021, Palo Alto Networks, Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting").

At the Annual Meeting, the Company's shareholders approved the Company's 2021 Equity Incentive Plan (the "2021 Equity Incentive Plan"). The 2021 Equity Incentive Plan replaces the Company's 2012 Equity Incentive Plan in its entirety. The material terms of the 2021 Equity Incentive Plan are described in "Proposal 4 - To approve the Palo Alto Networks, Inc. 2021 Equity Incentive Plan" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 29, 2021, which description is incorporated herein by reference.

The foregoing description of the 2021 Equity Incentive Plan is qualified in its entirety by reference to the text of the amended and restated 2021 Equity Incentive Plan, which is set forth in Appendix B to the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on October 29, 2021.

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

At the Annual Meeting, proxies representing 81,731,827 shares of the Company's common stock, or approximately 83.38% of the total shares entitled to vote, were present in person or by proxy. The matters before the Annual Meeting were described in more detail in the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on October 29, 2021.

Proposal One - Election of Directors. The following nominees were elected as Class I directors to serve until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.



                                     Votes        Broker
Nominee               Votes For     Withheld    Non-Votes
John M. Donovan       58,736,542   11,184,985   11,810,300
Rt Hon Sir John Key   63,891,684   6,029,843    11,810,300
Mary Pat McCarthy     68,443,055   1,478,472    11,810,300
Nir Zuk               64,557,938   5,363,589    11,810,300

Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2022 was ratified.



              Votes
Votes For    Against   Abstentions
80,843,390   829,390     59,047

Proposal Three - Advisory Vote on Executive Compensation. The Company's stockholders cast their votes with respect to an advisory vote on executive compensation as follows:



               Votes                      Broker
Votes For     Against     Abstentions   Non-Votes
56,850,374   12,346,645     724,508     11,810,300

Proposal Four - Approval of the 2021 Palo Alto Networks, Inc. Equity Incentive Plan. The Company's stockholders cast their votes with respect to the approval of the 2021 Palo Alto Networks, Inc. Equity Incentive Plan as follows:



               Votes                     Broker
Votes For     Against    Abstentions   Non-Votes
59,402,186   9,799,423     719,918     11,810,300

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

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