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) April 29, 2009
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
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| Washington
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000-26041
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91-1714307 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 401 Elliott Avenue West
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Seattle, WA 98119 |
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| (Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Change of Control Agreements
On May 1, 2009, the Board of Directors (the “Board”) of the Company approved a change of
control agreement (“Change of Control Agreement”) between the Company and the Company’s president
and chief executive officer (“CEO”). On April 29, 2009, the Compensation Committee of the Board
approved a Change of Control Agreement between the Company and other executive officers (“Other
Named Executive Officers”) named in the Company’s most recent proxy statement filed with the
Securities and Exchange Commission, and recommended for approval by the Board a Change of Control
Agreement between the Company and the CEO.
The following brief description summarizes certain material terms of each Change of Control
Agreement. This summary description is not complete and is qualified in its entirety by, and
should be read in conjunction with the complete text of the form of Change in Control Agreement,
which is attached hereto as Exhibit 10.36 and is incorporated herein by reference.
Each Change in Control Agreement entitles the executive officer to severance benefits if his
employment with the Company is terminated within 2 years after a change in control of the Company,
unless such termination is (i) due to death or total disability, (ii) by the Company for cause, or
(iii) by the executive officer without good reason. The amount of severance payable to the CEO will be
equal to two times, and in the case of the Other Named Executive
Officers one times the sum of the executive officer’s
(a) annual salary at the highest rate in effect in the 12 months preceding the change of control date
and (b) highest annual target incentive bonus in effect in the 12 months preceding
the change of control date. In addition, each executive officer will be entitled to a pro-rata
annual bonus for the year in which his termination of employment occurs, and payment by the Company
of premiums for health insurance benefit continuation for one year after termination of the
executive officer’s employment, and outplacement services for a period of up to 12 months with a cost to
the Company of up to $25,000.
Item 9.01 Financial Statements and Exhibits
The following exhibit is filed as part of this Current Report on Form 8-K:
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Form of Change of Control Agreement between F5 Networks, Inc. and each of John McAdam, John
Rodriguez, Karl Triebes, Edward J. Eames, Dan Matte and certain other executive officers. |
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