Summary
F5, INC. (FFIV) announced a significant update to its corporate governance through an amendment to its Amended and Restated Bylaws, effective January 21, 2020. The primary change introduces a 'proxy access' provision, allowing eligible long-term shareholders to nominate directors for inclusion in the company's proxy materials. This move comes after discussions with certain shareholders, indicating a response to investor feedback aimed at enhancing shareholder engagement and aligning long-term interests. Specifically, shareholders or groups of up to 20, holding at least 3% of outstanding common stock for a continuous period of three years, can now nominate directors. These nominations can represent up to the greater of two directors or 20% of the Board. The proxy access provision will be applicable starting with the 2021 Annual Meeting of Shareholders. The amendment also includes conforming changes to advance notice requirements for shareholder meetings, ensuring coordination with the new proxy access rules. Investors should note that while this provides a new avenue for shareholder director nominations, specific requirements outlined in the Amended Bylaws must be met.
Key Highlights
- 1F5 Networks, Inc. has amended its Amended and Restated Bylaws to implement a proxy access provision.
- 2The new bylaw allows eligible shareholders to nominate directors for inclusion in the company's proxy materials.
- 3To be eligible, a shareholder or a group of up to 20 shareholders must own at least 3% of the Company's outstanding common stock continuously for at least three years.
- 4Eligible shareholders can nominate up to the greater of two directors or 20% of the Board of Directors.
- 5The amendments were made after discussions with certain shareholders regarding proxy access rights.
- 6Proxy access will first apply to the Annual Meeting of Shareholders in 2021.
- 7The amendments also include updated advance notice requirements for shareholder meetings and other conforming changes.