UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive office, including zip code)
(Registrant’s telephone number, including area code)
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 |
Name of each exchange | ||
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(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 13, 2022, Palo Alto Networks, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan by 5,985,000 shares. Other than this increase, no changes were made to the 2021 Plan.
The foregoing description of the 2021 Plan is qualified in its entirety by reference to the text of the amended and restated 2021 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 November 3, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Present at the Annual Meeting, in person or by proxy, were holders of 255,647,550 shares of the Company’s common stock, or approximately 85.1% of the total shares entitled to vote. The voting results for each of the proposals considered at the Annual Meeting are provided below.
Proposal One – Election of Directors. The Company’s stockholders elected the following nominees as Class II directors to serve until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Dr. Helene D. Gayle |
207,566,304 | 8,610,532 | 210,802 | 39,259,912 | ||||||||||||
| James J. Goetz |
208,313,792 | 7,935,114 | 138,732 | 39,259,912 | ||||||||||||
Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2023.
| Votes For |
Votes Against |
Abstentions | ||
| 253,033,717 | 2,422,108 | 191,725 |
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 For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 201,473,194 | 12,706,233 | 2,208,211 | 39,259,912 |
Proposal Four – Amendment to 2021 Equity Incentive Plan. The Company’s stockholders approved an amendment to the 2021 Plan.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 191,273,483 | 22,950,636 | 2,163,519 | 39,259,912 |
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.
| PALO ALTO NETWORKS, INC. | ||
| By: | /s/ Dipak Golechha | |
| Dipak Golechha | ||
| Chief Financial Officer | ||
Date: December 16, 2022
Document and Entity Information |
Dec. 13, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Palo Alto Networks Inc |
| Amendment Flag | false |
| Entity Central Index Key | 0001327567 |
| Document Type | 8-K |
| Document Period End Date | Dec. 13, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-35594 |
| Entity Tax Identification Number | 20-2530195 |
| Entity Address, Address Line One | 3000 Tannery Way |
| Entity Address, City or Town | Santa Clara |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95054 |
| City Area Code | (408) |
| Local Phone Number | 753-4000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, $0.0001 par value per share |
| Trading Symbol | PANW |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
-8?20$3;8T.P6BP^0"X99K>]9!:G