8-KLeadership ChangesExhibits & Filings

F5, INC. 8-K Report, Executive Changes (Jan 9, 2023)

Filed January 9, 2023For Securities:FFIV

Summary

This Form 8-K filing from F5, Inc. (FFIV) on January 9, 2023, details the separation arrangement with Haiyan Song, Executive Vice President and General Manager of Security and Distributed Services. The departure was previously announced, and the agreement finalizes her transition plan, which includes providing services through March 15, 2023. Key aspects of the separation for investors include accelerated vesting of 8,914 restricted stock units, subject to committee approval, and a payment of $218,597. This payment covers pro-rata target bonus and six months of COBRA premiums. Ms. Song has agreed to standard non-solicitation and non-disclosure obligations, as well as a waiver of claims. The agreement will become effective after a seven-day revocation period, as per applicable law.

Key Highlights

  • 1F5, Inc. has finalized a separation arrangement with EVP Haiyan Song.
  • 2Ms. Song will provide transition services through March 15, 2023.
  • 3Accelerated vesting of 8,914 restricted stock units is contingent on Talent and Compensation Committee approval.
  • 4A separation payment of $218,597 will be made to Ms. Song.
  • 5The payment includes pro-rata target bonus and six months of COBRA premium coverage.
  • 6Ms. Song has agreed to non-solicitation, non-disclosure, and waiver of claims.
  • 7The agreement is subject to a statutory seven-day revocation period.

Frequently Asked Questions

The primary financial impact disclosed is the separation payment of $218,597, which covers pro-rata bonus and COBRA premiums. Additionally, there's the potential dilution from the accelerated vesting of 8,914 restricted stock units, pending committee approval. The company also benefits from Ms. Song's continued transition services through March 15, 2023.

The accelerated vesting of 8,914 restricted stock units is stated as being in recognition of Ms. Song's transition services and her distinguished contributions to the company. This is a common practice in executive departures to retain goodwill and acknowledge past service.

Ms. Song has agreed to certain ongoing obligations, including non-solicitation and non-disclosure provisions, which are standard for executive separation agreements to protect the company's interests after her departure. She has also waived any claims against the company.

The agreement will become fully effective if Ms. Song does not revoke it during the statutory seven-day revocation period, in accordance with applicable law.