8-KLeadership ChangesCorporate ChangesOther Events+1

F5, INC. 8-K Report, Executive Changes (Jan 9, 2019)

Filed January 9, 2019For Securities:FFIV

Summary

This Form 8-K filing by F5, INC. (FFIV) on January 9, 2019, primarily announces changes to its Board of Directors and associated governance updates. The company appointed two new directors, Mr. Nikhil Mehta and Ms. Marie Myers, effective January 3, 2019. This expansion led to an increase in the maximum authorized number of directors on the Board. In conjunction with their appointments, the compensation for these new non-employee directors was detailed, including annual retainers, committee fees, and equity grants expected in February 2019. The filing also confirms amendments to the company's bylaws to accommodate the increased board size, reflecting a proactive approach to governance structure. Investors should note these changes as they relate to the company's leadership and governance framework.

Key Highlights

  • 1Appointment of two new directors: Nikhil Mehta and Marie Myers, effective January 3, 2019.
  • 2Expansion of the Board of Directors' maximum size from ten to twelve members.
  • 3Setting the current size of the Board of Directors at twelve members.
  • 4Details on compensation for new non-employee directors, including annual retainers and committee fees.
  • 5Confirmation of equity grants (restricted stock units) to new directors, valued at $48,077 each, effective February 1, 2019.
  • 6Adoption of Sixth Amended and Restated Bylaws to reflect the increased board size.
  • 7Press release issued on January 9, 2019, to announce these board changes.

Frequently Asked Questions

The new directors appointed are Mr. Nikhil Mehta and Ms. Marie Myers. They were appointed on January 3, 2019.

The company's bylaws were amended to increase the maximum number of authorized directors from ten to twelve. The Board's size was then set at twelve directors.

Mr. Mehta and Ms. Myers will receive customary compensation for non-employee directors, including an annual retainer of $60,000. Mr. Mehta will also receive $12,500 for his role on the Nominating and Corporate Governance Committee, and Ms. Myers will receive $20,000 for her role on the Audit Committee. Additionally, both are expected to receive restricted stock units valued at $48,077 each, effective February 1, 2019.

The Sixth Amended and Restated Bylaws formalize the increase in the maximum number of directors allowed on the Board from ten to twelve, enabling the appointment of the two new directors and providing flexibility for future board composition.