8-KLeadership ChangesOther EventsExhibits & Filings

F5, INC. 8-K Report, Executive Changes (Jan 7, 2013)

Filed January 7, 2013For Securities:FFIV

Summary

F5, Inc. (FFIV) filed a Form 8-K on January 7, 2013, to report the appointment of two new directors to its Board of Directors: Sandra Bergeron and Steve Smith. Ms. Bergeron was elected as a Class I director and Mr. Smith as a Class III director. Both individuals will receive standard compensation for non-employee directors, including an annual retainer and additional payments for committee service. Furthermore, both new directors will be granted restricted stock units (RSUs) under the company's equity incentive plan, vesting prior to the fiscal year 2012 annual shareholder meeting. This filing is primarily informational, announcing these board changes and their associated compensation packages, which are detailed in an accompanying press release furnished as an exhibit. Investors should note these additions as they can signal strategic direction or governance evolution.

Key Highlights

  • 1F5 Networks, Inc. appointed Sandra Bergeron as a Class I director and Steve Smith as a Class III director.
  • 2Both new directors will receive customary compensation for non-employee directors, including a $50,000 annual retainer.
  • 3Additional annual payments will be made for committee service: $15,000 for Audit, $10,000 for Compensation, and $10,000 for Nominating and Corporate Governance.
  • 4Ms. Bergeron will join the Nominating and Corporate Governance Committee.
  • 5Mr. Smith will join the Compensation Committee.
  • 6Each new director will be awarded 391 restricted stock units (RSUs) under the 2005 Equity Incentive Plan, with a vesting date prior to the fiscal year 2012 annual shareholder meeting.
  • 7The company issued a press release announcing these appointments, which is furnished as an exhibit to the 8-K.

Frequently Asked Questions

F5 Networks, Inc. appointed Sandra Bergeron as a Class I director and Steve Smith as a Class III director.

The new directors will receive a $50,000 annual retainer, plus additional annual payments for committee service: $15,000 for the Audit Committee, $10,000 for the Compensation Committee, and $10,000 for the Nominating and Corporate Governance Committee.

Yes, Sandra Bergeron and Steve Smith will each be awarded 391 restricted stock units (RSUs) under the company's 2005 Equity Incentive Plan. These RSUs are scheduled to vest on the day prior to the annual meeting of shareholders for fiscal year 2012.

Sandra Bergeron will serve as a member of the Nominating and Corporate Governance Committee, and Steve Smith will serve as a member of the Compensation Committee.