8-KLeadership ChangesExhibits & Filings

F5, INC. 8-K Report, Executive Changes (Sep 30, 2016)

Filed September 30, 2016For Securities:FFIV

Summary

This Form 8-K filing by F5, INC. (FFIV) details the separation agreement with Karl Triebes, former Executive Vice President of Product Development and Chief Technical Officer. The agreement extends Mr. Triebes' employment until January 1, 2017, during which he will provide consulting services and receive his base salary. This transition period is intended to ensure continuity in product development and technical leadership. Following his separation date, Mr. Triebes is set to receive a significant lump sum payment of $1,084,400, which includes his target Q1 FY2017 bonus and funds for COBRA coverage. Additionally, he will continue to vest in a portion of his restricted stock units, specifically 3,327 time-based and 3,327 performance-based RSUs scheduled to vest on November 1, 2016, with the performance-based units subject to actual FY2016 Q4 results. This filing provides transparency on the financial and equity-related terms of Mr. Triebes' departure.

Key Highlights

  • 1F5 Networks entered into a Separation and Consulting Agreement with Karl Triebes, its former EVP of Product Development and CTO.
  • 2Mr. Triebes' employment will extend through January 1, 2017, with a focus on consulting services during this transition period.
  • 3He will continue to receive his base salary until his separation date of January 1, 2017.
  • 4Following separation, Mr. Triebes will receive a lump sum payment of $1,084,400, including his target Q1 FY2017 bonus.
  • 5Mr. Triebes will continue to vest in 3,327 time-based and 3,327 performance-based RSUs scheduled for November 1, 2016 vesting.
  • 6The agreement includes non-competition and non-solicitation obligations from Mr. Triebes.
  • 7The full Separation and Consulting Agreement is filed as an exhibit to this Form 8-K.

Frequently Asked Questions

This filing is primarily to disclose the terms of the Separation and Consulting Agreement between F5 Networks and Karl Triebes, its former Executive Vice President of Product Development and Chief Technical Officer, following his resignation.

Mr. Triebes will receive his base salary through January 1, 2017. After his separation, he will receive a lump sum payment of $1,084,400, which includes his target Q1 FY2017 bonus and funds for COBRA coverage. He will also continue to vest in a portion of his outstanding restricted stock units.

Mr. Triebes must execute a further waiver and release of claims through his separation date to receive the lump sum payment. The vesting of performance-based restricted stock units is also contingent upon F5's actual performance in the fourth quarter of fiscal year 2016.

Yes, Mr. Triebes has agreed to non-competition and non-solicitation obligations as part of the separation agreement. He will also be providing consulting services through January 1, 2017.