8-KCorporate ChangesExhibits & Filings

F5, INC. 8-K Report, Bylaw Amendment (Apr 15, 2014)

Filed April 15, 2014For Securities:FFIV

Summary

This 8-K filing from F5 Networks, Inc. (FFIV) on April 15, 2014, primarily details amendments to the company's Fourth Amended and Restated Bylaws, approved by the Board of Directors on April 11, 2014. These changes are significant for shareholders as they introduce more stringent and specific requirements for nominating directors and proposing business at both annual and special shareholder meetings. Key changes include expanded disclosure requirements for shareholders submitting nominations or proposals, encompassing detailed personal information, share ownership, derivative positions, arrangements to manage risk or benefit from stock price changes, and compliance with securities laws. The bylaws now explicitly state that compliance with these specified sections is the exclusive means for shareholders to make nominations or submit other business, with exceptions for proposals submitted under Rule 14a-8 and rights of preferred stockholders. Furthermore, new provisions address electronic transmissions and records for notices and actions by the Board and committees, reflecting an adaptation to modern communication methods.

Key Highlights

  • 1F5 Networks (FFIV) adopted Fourth Amended and Restated Bylaws on April 11, 2014.
  • 2The amendments introduce more detailed requirements for shareholder nominations of directors and proposals of business at annual meetings.
  • 3Shareholders must now provide extensive information about themselves and their nominees, including share ownership, derivative positions, and risk management arrangements.
  • 4Compliance with specified bylaw sections is now the exclusive method for shareholders to nominate directors or submit business, excluding Rule 14a-8 proposals.
  • 5The bylaws clarify procedures for director nominations at special shareholder meetings, requiring Board authorization or specific conditions for shareholder nominations.
  • 6New provisions address the use and requirements of electronic transmissions and electronic records for official company and shareholder communications.
  • 7The filing includes Exhibit 3.2, the full text of the Fourth Amended and Restated Bylaws.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the adoption of F5 Networks' Fourth Amended and Restated Bylaws, which were approved by the Board of Directors on April 11, 2014. These amendments primarily focus on the procedures and requirements for shareholders wishing to nominate directors or submit proposals for consideration at company meetings.

Shareholders who wish to nominate a director must now provide significantly more detailed information in their notice to the company. This includes personal details of the nominee and the shareholder, share ownership, derivative positions, details of any arrangements to manage risk or benefit from stock price changes, and other information that would be required in a proxy solicitation. Strict procedural requirements for delivery of notice and appearance at the meeting are also enforced.

Yes, similar to director nominations, the bylaws now outline specific and detailed requirements for shareholders wishing to submit other business proposals for consideration at annual meetings. Compliance with these new, exclusive procedural requirements is mandatory, with exceptions for proposals filed under Rule 14a-8 or rights of preferred stockholders.

The Amended and Restated Bylaws now include new provisions that set forth requirements for the effectiveness of notices sent by electronic transmission and how shareholders can revoke consent to receive such notices. They also allow for notices to be provided by posting on an electronic network if a shareholder has consented to electronic delivery.