0001048695false00010486952023-03-092023-03-09

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
March 9, 2023
F5, Inc.
(Exact name of registrant as specified in its charter)
Washington000-2604191-1714307
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
801 5th Avenue
Seattle,WA98104
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueFFIVNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

(e) On March 9, 2023, at the annual meeting of shareholders for fiscal year 2022 (the “Annual Meeting”), the shareholders of F5, Inc. (the “Company”) voted to approve (i) the F5, Inc. Incentive Plan, as amended and restated (the “Incentive Plan”), to increase the number of shares of common stock issuable under the Incentive Plan by an additional 4,500,000 shares and (ii) the F5, Inc. Employee Stock Purchase Plan, as amended and restated (the “ESPP”), to increase the number of shares of common stock issuable under the ESPP by an additional 2,000,000 shares.

The complete texts of the Incentive Plan and the ESPP are set forth in Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are each incorporated herein by reference.

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

At the Annual Meeting, the Company’s shareholders voted on: (1) the election of eleven directors to hold office until the annual meeting of shareholders for fiscal year 2023 and until their successors are elected and qualified; (2) the approval of the Incentive Plan to increase the number of shares of common stock issuable under the Incentive Plan by an additional 4,500,000 shares; (3) the approval of the ESPP to increase the number of shares of common stock issuable under the ESPP by an additional 2,000,000 shares; (4) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023; (5) an advisory vote regarding approval of the compensation of the Company’s named executive officers; and (6) an advisory vote regarding the frequency of the advisory vote regarding approval of the compensation of the Company’s named executive officers.

A total of 55,071,565 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 eleven directors to hold office until the annual meeting of shareholders for fiscal year 2023:
Name of DirectorForAgainstAbstainBroker Non-Votes
Marianne N. Budnik50,851,207236,25338,2393,945,866
Elizabeth L. Buse48,206,6122,880,84838,2393,945,866
Michael L. Dreyer47,212,7363,871,01141,9523,945,866
Alan J. Higginson47,597,2323,486,48341,9843,945,866
Peter S. Klein45,305,5695,777,01743,1133,945,866
François Locoh-Donou50,797,016294,72033,9633,945,866
Nikhil Mehta49,035,1652,049,99940,5353,945,866
Michael F. Montoya49,582,8611,501,84540,9933,945,866
Marie E. Myers43,056,3408,029,07040,2893,945,866
James M. Phillips49,486,1581,596,52443,0173,945,866
Sripada Shivananda49,578,1621,504,31343,2243,945,866
Item 2: Approval of the Incentive Plan to increase the number of shares of common stock issuable under the Incentive Plan by an additional 4,500,000 shares:
ForAgainstAbstainBroker Non-Votes
35,794,03915,283,54548,1153,945,866
Item 3: Approval of the ESPP to increase the number of shares of common stock issuable under the ESPP by an additional 2,000,000 shares:
ForAgainstAbstainBroker Non-Votes
50,523,070571,58431,0453,945,866


Item 4: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023:
ForAgainstAbstain
53,163,0511,878,25730,257
Item 5: Advisory vote on the approval of the compensation of the Company’s named executive officers:
ForAgainstAbstainBroker Non-Votes
44,405,1916,662,16558,3433,945,866
Item 6: Advisory vote on the frequency of the advisory vote on the approval of the compensation of the Company’s named executive officers:
One YearTwo YearsThree YearsAbstain
50,249,86355,174787,26233,400


In light of the shareholder preference reflected in the voting results with respect to the frequency of the advisory vote on the approval of the compensation of the Company’s named executive officers, the Company has determined to continue to hold each year an advisory vote on the approval of the compensation of the Company’s named executive officers until at least the next advisory shareholder vote on the frequency of such vote
Item 9.01Financial Statements and Exhibits
(d) Exhibits:
10.1
10.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
F5, INC.
 (Registrant)
  
Date: March 10, 2023By:/s/ Scot F. Rogers
Scot F. Rogers
Executive Vice President and General Counsel