8-KShareholder Matters

F5, INC. 8-K Report, Shareholder Vote Results (Mar 20, 2012)

Filed March 20, 2012For Securities:FFIV

Summary

This Form 8-K reports on F5 Networks, Inc.'s (FFIV) Annual Meeting of Shareholders held on March 15, 2012. The primary focus for investors is the outcome of shareholder votes on key corporate governance and oversight matters. Shareholders elected a Class I director, ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2011, and provided advisory votes on executive compensation and the repeal of the company's classified board structure. The results indicate strong shareholder support for the company's chosen auditor and the compensation of its named executive officers, as both proposals passed with significant affirmative votes. Additionally, a majority of shareholders also supported, on an advisory basis, the repeal of the classified board structure, suggesting a desire for a more regularly elected board. The election of the director nominee also saw a substantial majority vote in favor.

Key Highlights

  • 1F5 Networks, Inc. held its Annual Meeting of Shareholders on March 15, 2012.
  • 2Shareholders elected Jonathan Chadwick as a Class I director to serve until the 2014 annual meeting.
  • 3The selection of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2011 was ratified by shareholders.
  • 4An advisory vote on the compensation of named executive officers received majority approval from shareholders.
  • 5Shareholders also approved, on an advisory basis, a proposal to repeal F5 Networks' classified board of directors.
  • 6A total of 69,532,445 shares were present at the meeting, indicating substantial shareholder participation.

Frequently Asked Questions

The main outcomes were the election of a Class I director, the ratification of the company's independent auditor (PricewaterhouseCoopers LLP), and advisory votes on executive compensation and the repeal of the classified board structure. All these items received majority shareholder approval.

Yes, shareholders ratified the selection of PricewaterhouseCoopers LLP as F5 Networks' independent auditor for fiscal year 2011 with a strong majority vote of 68,152,443 shares for ratification.

Shareholders provided an advisory vote to approve the compensation of the company's named executive officers. This proposal passed with approximately 61.7 million shares voting in favor.

The advisory vote to repeal the classified board passed, indicating shareholder support for a board where all directors are elected annually, rather than in staggered terms. This suggests a preference for greater accountability and responsiveness from the board to shareholders.