8-KShareholder MattersExhibits & Filings

Cloudflare, Inc. 8-K Report, Shareholder Vote Results (Jun 5, 2023)

Filed June 5, 2023For Securities:NET

Summary

Cloudflare, Inc. (NET) filed an 8-K on June 4, 2023, reporting on the results of its 2023 Annual Meeting of Stockholders held on June 1, 2023. The meeting saw a strong turnout, with approximately 90.36% of the total voting power represented. Key outcomes included the re-election of Class I directors Scott Sandell and Michelle Zatlyn, the ratification of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2023, and the advisory approval of executive compensation. Investors can take comfort in the overwhelming support for the company's leadership and its choice of auditor. The re-election of directors with substantial 'For' votes and minimal 'Withheld' votes indicates shareholder confidence in the current board's strategy and oversight. Similarly, the near-unanimous ratification of KPMG signals trust in the company's financial reporting integrity. The advisory approval of executive compensation, while non-binding, also suggests general shareholder agreement with the company's compensation policies.

Key Highlights

  • 1High stockholder turnout at the 2023 Annual Meeting, with approximately 90.36% of total voting power represented.
  • 2Class I Directors Scott Sandell and Michelle Zatlyn were re-elected with substantial support.
  • 3KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2023.
  • 4Stockholders approved, on an advisory, non-binding basis, the compensation of named executive officers.
  • 5The votes for director elections showed a significant majority in favor, with minimal 'Withheld' votes for both nominees.
  • 6The ratification of the independent auditor received an overwhelmingly positive vote.
  • 7The filing confirms no significant surprises or adverse outcomes from the annual meeting.

Frequently Asked Questions

The main outcomes included the re-election of Class I Directors Scott Sandell and Michelle Zatlyn, the ratification of KPMG LLP as the independent auditor for fiscal year 2023, and the advisory approval of the compensation for named executive officers.

Both nominees for Class I Director, Scott Sandell and Michelle Zatlyn, received substantial support. For Scott Sandell, there were 469,657,302 votes 'For' and 130,620,612 votes 'Withheld'. For Michelle Zatlyn, there were 535,818,854 votes 'For' and 64,459,060 votes 'Withheld'. Both had a significant majority of votes cast in their favor.

The compensation of Cloudflare's named executive officers was approved on an advisory, non-binding basis by the stockholders. The vote showed 442,513,765 'For' and 157,079,612 'Against', indicating a majority in favor, though a notable number of 'Against' votes were cast.

Ratifying the independent auditor, in this case KPMG LLP, is a standard procedural vote that signals shareholder confidence in the company's financial reporting and audit process. The overwhelming support for KPMG indicates shareholders are comfortable with their appointment for the fiscal year ending December 31, 2023.