8-KShareholder MattersExhibits & Filings

Cloudflare, Inc. 8-K Report, Shareholder Vote Results (Jun 9, 2025)

Filed June 9, 2025For Securities:NET

Summary

Cloudflare, Inc. (NET) filed an 8-K report on June 8, 2025, detailing the outcomes of its 2025 Annual Meeting of Stockholders held on June 5, 2025. The meeting saw significant participation, with approximately 91.38% of the total voting power represented virtually or by proxy. Investors should note that all proposals presented at the meeting received substantial support from stockholders. The key outcomes include the election of three Class III directors, the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and the advisory approval of the compensation of named executive officers. These results generally indicate continued confidence from the shareholder base in the company's leadership and governance.

Key Highlights

  • 1Cloudflare's 2025 Annual Meeting of Stockholders occurred on June 5, 2025, with high attendance (approx. 91.38% of voting power).
  • 2All three Class III director nominees (Stacey Cunningham, Mark Hawkins, Carl Ledbetter) were elected to serve until the 2028 annual meeting.
  • 3KPMG LLP was ratified as Cloudflare's independent registered public accounting firm for the fiscal year ending December 31, 2025.
  • 4Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
  • 5The voting structure involved both Class A (one vote per share) and Class B (ten votes per share) common stock, voting as a single class.
  • 6The filing indicates strong shareholder support for the company's board and executive compensation policies.
  • 7A Cover Page Interactive Data File in Inline XBRL format is included as an exhibit.

Frequently Asked Questions

The main proposals were the election of Class III directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025, and an advisory vote to approve the compensation of named executive officers.

All three nominated Class III directors, Stacey Cunningham, Mark Hawkins, and Carl Ledbetter, were elected by a significant majority of votes to serve until the company's 2028 annual meeting.

Yes, shareholders ratified the appointment of KPMG LLP as Cloudflare's independent registered public accounting firm for the fiscal year ending December 31, 2025, with a very high percentage of votes in favor.

The advisory vote, while non-binding, allows shareholders to express their opinion on the compensation packages provided to the company's top executives. The strong approval suggests shareholder support for the current executive compensation structure.