F5 Inc.

03/13/2026 | Press release | Distributed by Public on 03/13/2026 14:11

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2026, at the annual meeting of shareholders for fiscal year 2025 (the "Annual Meeting"), the shareholders of F5, Inc. (the "Company") voted to approve the F5, Inc. 2026 Incentive Award Plan (the "Incentive Plan"), including 3,500,000 new shares of common stock issuable under the Incentive Plan and shares of common stock that remained available for issuance under the F5, Inc. Incentive Plan that became available for issuance under the terms of the Incentive Plan.
The complete text of the Incentive Plan is set forth in Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
In addition, on March 12, 2026, the Board of Directors of the Company adopted the F5, Inc. Non-Employee Director Compensation Program (the "Director Program"). The complete text of the Director Program is set forth in Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's shareholders voted on: (1) the election of eight directors to hold office until the annual meeting of shareholders for fiscal year 2026 and until their successors are elected and qualified; (2) the approval of the Incentive Plan; (3) an advisory vote regarding approval of the compensation of the Company's named executive officers; and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026.
A total of 52,050,157 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 eight directors to hold office until the annual meeting of shareholders for fiscal year 2026:
Name of Director For Against Abstain Broker Non-Votes
Marianne N. Budnik 48,062,073 466,581 21,064 3,500,439
Elizabeth L. Buse 46,282,811 2,241,662 25,245 3,500,439
Michel Combes 48,214,285 313,812 21,621 3,500,439
Tami Erwin 48,233,005 295,535 21,178 3,500,439
Julie Gonzalez 47,701,053 827,493 21,172 3,500,439
François Locoh-Donou 45,986,595 2,363,207 199,916 3,500,439
Maya McReynolds 48,047,518 481,102 21,098 3,500,439
Nikhil Mehta 48,225,186 303,188 21,344 3,500,439
Item 2: Approval of the Incentive Plan:
For Against Abstain Broker Non-Votes
32,363,363 16,116,797 69,558 3,500,439
Item 3: Advisory vote on the approval of the compensation of the Company's named executive officers:
For Against Abstain Broker Non-Votes
44,809,245 3,486,265 254,208 3,500,439
Item 4: Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026:
For Against Abstain
47,386,756 4,534,667 128,734
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