ffiv-20250313

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 13, 2025

F5, Inc.

(Exact name of registrant as specified in its charter)

Washington

000-26041

91-1714307

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

801 5th Avenue

Seattle

98104

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	FFIV	NASDAQ 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 5.07			Submission of Matters to a Vote of Security Holders.

On March 13, 2025, at the annual meeting of shareholders for fiscal year 2024 (the “Annual Meeting”), the shareholders of F5, Inc. (the “Company”) voted on: (1) the election of twelve directors to hold office until the annual meeting of shareholders for fiscal year 2025 and until their successors are elected and qualified; (2) an advisory vote regarding approval of the compensation of the Company’s named executive officers; and (3) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

A total of 53,462,472 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 twelve directors to hold office until the annual meeting of shareholders for fiscal year 2025:
	Name of Director	For	Against	Abstain	Broker Non-Votes
	Marianne N. Budnik	49,598,771	156,423	29,958	3,677,320
	Elizabeth L. Buse	48,088,999	1,666,274	29,879	3,677,320
	Michel Combes	49,611,728	142,265	31,159	3,677,320
	Michael L. Dreyer	47,013,987	2,740,203	30,962	3,677,320
	Tami Erwin	49,614,066	139,832	31,254	3,677,320
	Julie M. Gonzalez	49,617,275	137,677	30,200	3,677,320
	Alan J. Higginson	46,848,498	2,905,856	30,798	3,677,320
	Peter S. Klein	48,174,668	1,579,675	30,809	3,677,320
	François Locoh-Donou	49,392,172	364,986	27,994	3,677,320
	Maya McReynolds	49,616,610	138,608	29,934	3,677,320
	Nikhil Mehta	49,590,667	163,968	30,517	3,677,320
	Michael F. Montoya	49,595,107	159,071	30,974	3,677,320


Item 2: Advisory vote on the approval of the compensation of the Company’s named executive officers:
	For	Against	Abstain	Broker Non-Votes
	45,131,291	4,549,896	103,965	3,677,320


Item 3: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025:
	For	Against	Abstain
	49,243,633	4,148,602	70,237

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.

Date: March 17, 2025

By:

/s/ Angelique M. Okeke

Angelique M. Okeke

Executive Vice President and General Counsel