8-KShareholder Matters

Cloudflare, Inc. 8-K Report, Shareholder Vote Results (Jun 7, 2021)

Filed June 7, 2021For Securities:NET

Summary

Cloudflare, Inc. (NET) filed an 8-K on June 7, 2021, reporting the results of its 2021 Annual Meeting of Stockholders held on June 3, 2021. The meeting saw high participation, with approximately 92.69% of the total voting power present virtually or by proxy. Key outcomes included the election of three Class II directors, the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2021, and overwhelming approval for the compensation of named executive officers on an advisory basis. Furthermore, stockholders overwhelmingly favored an annual advisory vote on executive compensation moving forward. These results indicate strong shareholder confidence in the company's leadership, financial oversight, and executive compensation practices. Investors should note the overwhelming support for all proposals, reflecting a generally positive sentiment from the shareholder base at that time.

Key Highlights

  • 1Election of three Class II directors (Maria Eitel, Matthew Prince, Katrin Suder) to serve until the 2024 annual meeting, all with significant majority support.
  • 2Ratification of KPMG LLP as Cloudflare's independent registered public accounting firm for the fiscal year ending December 31, 2021, with near-unanimous approval.
  • 3Advisory vote to approve the compensation of named executive officers passed overwhelmingly, indicating shareholder support for the company's executive pay practices.
  • 4Stockholders expressed a strong preference for an annual advisory vote on executive compensation, which the Board has determined to follow.
  • 5High level of shareholder engagement, with approximately 92.69% of total voting power represented at the meeting.
  • 6Class A and Class B common stock voted as a single class on all matters.

Frequently Asked Questions

The 2021 Annual Meeting of Stockholders resulted in the election of three Class II directors, the ratification of KPMG LLP as the independent auditor for fiscal year 2021, and the approval of executive compensation on an advisory basis. Shareholders also indicated a preference for annual advisory votes on executive compensation.

All three nominees for Class II director, Maria Eitel, Matthew Prince, and Katrin Suder, were elected with substantial majority votes, indicating shareholder confidence in the company's board leadership.

Yes, the advisory vote to approve the compensation of named executive officers received overwhelming support from shareholders, with a significant majority voting in favor.

Based on the shareholder vote, Cloudflare has determined to hold an advisory, non-binding vote on the compensation of its named executive officers every year.