FFIV 8-K 3.17.2015



 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
March 17, 2015 (March 12, 2015)
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Washington
 
000-26041
 
91-1714307
 
 
 
 
 
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
401 Elliott Avenue West
 
 
Seattle, WA
 
98119
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)    On March 12, 2015, at the annual meeting of shareholders for fiscal year 2014 (the “Annual Meeting”), the shareholders of F5 Networks, Inc. (the “Company”) voted to approve (i) the F5 Networks, Inc. 2014 Incentive Plan as amended and restated (the “F5 Networks, Inc. 2014 Incentive Plan”) to increase the number of shares of common stock issuable thereunder by an additional 2,250,000 shares and (ii) the F5 Networks, Inc. 2011 Employee Stock Purchase Plan as amended and restated (the “F5 Networks, Inc. 2011 Employee Stock Purchase Plan”) to increase the number of shares of common stock issuable thereunder by an additional 2,000,000 shares.

The complete texts of the F5 Networks, Inc. 2014 Incentive Plan and F5 Networks, Inc. 2011 Employee Stock Purchase Plan are set forth in Exhibits 10.1 and 10.2, respectively, to this Form 8-K and are each incorporated herein by reference.


Item 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the Company’s shareholders voted on the election of six directors to hold office until the annual meeting of shareholders for fiscal year 2015 and until their successors are elected and qualified; the approval of the F5 Networks, Inc. 2014 Incentive Plan; the approval of the F5 Networks, Inc. 2011 Employee Stock Purchase Plan; the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for fiscal year 2015; and an advisory vote regarding approval of the compensation of the Company’s named executive officers.

A total of 64,202,700 shares of the Company’s common stock outstanding and entitled to vote were present at the meeting in person or by proxy at the Annual Meeting. The voting results were as follows:

Item 1: Election of six directors:
 
Name of Director
For
Against
Abstain
Broker Non-Votes
 
A. Gary Ames
57,616,280
555,645
239,603
5,791,172
 
Sandra Bergeron
57,774,497
406,642
230,389
5,791,172
 
Jonathan Chadwick
57,767,157
404,734
239,637
5,791,172
 
Michael Dreyer
57,671,038
500,796
239,694
5,791,172
 
Peter Klein
57,663,242
508,256
240,030
5,791,172
 
Stephen Smith
57,666,626
505,503
239,399
5,791,172

Item 2: Approval of the F5 Networks, Inc. 2014 Incentive Plan:
 
For
Against
Abstain
Broker Non-Votes
 
 
54,652,531
3,518,858
240,139
5,791,172
 

Item 3: Approval of the F5 Networks, Inc. 2011 Employee Stock Purchase Plan:
 
For
Against
Abstain
Broker Non-Votes
 
 
57,845,030
217,760
348,738
5,791,172
 


Item 4: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2015:
 
For
Against
Abstain
 
 
 
62,904,196
1,023,114
275,390
 
 

Item 5: Advisory vote on compensation of the Company’s named executive officers:
 
For
Against
Abstain
Broker Non-Votes
 
 
54,425,969
3,634,666
350,893
5,791,172
 

Item 9.01
Financial Statements and Exhibits
10.1
 
F5 Networks, Inc. 2014 Incentive Plan
10.2
 
F5 Networks, Inc. 2011 Employee Stock Purchase Plan





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
F5 NETWORKS, INC.
 (Registrant)
  
 
Date: March 17, 2015
By:
/s/ Scot F. Rogers
 
 
 
Scot F. Rogers
 
 
 
Executive Vice President and General Counsel