8-KLeadership ChangesOther EventsExhibits & Filings

F5, INC. 8-K Report, Executive Changes (Aug 15, 2011)

Filed August 15, 2011For Securities:FFIV

Summary

F5 Networks, Inc. (FFIV) filed an 8-K on August 15, 2011, reporting two key events that occurred on August 12, 2011. The company elected Jonathan Chadwick to its Board of Directors, specifically as a Class I director and a member of the Audit Committee. Mr. Chadwick's compensation for this role includes an annual retainer and per-meeting fees, along with an award of 2,442 restricted stock units (RSUs) that will vest prior to the fiscal year 2011 annual shareholder meeting. In addition to the board appointment, F5 announced on August 15, 2011, the authorization of an additional $200 million for its common stock share repurchase program. This move signals the company's continued commitment to returning capital to shareholders and potentially reducing the number of outstanding shares.

Key Highlights

  • 1Jonathan Chadwick appointed as a Class I director to the F5 Board of Directors, effective August 12, 2011.
  • 2Mr. Chadwick will serve as a member of the Board's Audit Committee.
  • 3Non-employee director compensation for Mr. Chadwick includes an annual retainer and per-meeting fees for board and committee attendance.
  • 4Mr. Chadwick will receive 2,442 restricted stock units (RSUs) vesting prior to the FY2011 annual shareholder meeting.
  • 5F5 authorized an additional $200 million for its common stock share repurchase program.
  • 6The company issued a press release on August 15, 2011, announcing these events.

Frequently Asked Questions

Jonathan Chadwick has been elected as a Class I director to F5's Board of Directors and will serve as a member of the Audit Committee. He is a new independent director appointed to provide oversight and governance.

Mr. Chadwick will receive customary compensation for non-employee directors, including an annual retainer of $40,000, and additional fees for in-person and telephonic board and committee meetings. He will also be awarded 2,442 restricted stock units (RSUs) which will vest before the 2011 annual shareholder meeting.

The additional $200 million authorization indicates F5's continued confidence in its financial position and its commitment to returning value to shareholders. It provides the company with flexibility to buy back its own stock in the open market, which can potentially increase earnings per share and signal undervaluation.

The immediate financial implications are related to the compensation provided to Mr. Chadwick for his directorial services, including the annual retainer, meeting fees, and the RSU grant. The share repurchase program provides financial flexibility but does not represent an immediate expense.