8-K



 
 

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 16, 2016 (March 10, 2016)
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 5.07
Submission of Matters to a Vote of Security Holders

On March 10, 2016, at the Annual Meeting of Shareholders for fiscal year 2015 (the “Annual Meeting”), the shareholders of F5 Networks, Inc. (the “Company”) voted on the election of nine directors to hold office until the annual meeting of shareholders for fiscal year 2016 and until their successors are elected and qualified; the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent public accounting firm for fiscal year 2016; and an advisory vote regarding approval of the compensation of the Company’s named executive officers.

A total of 60,669,259 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 nine directors:
 
Name of Director
For
Against
Abstain
Broker Non-Votes
 
A. Gary Ames
53,705,424
1,138,360
42,666
5,782,809
 
Sandra E. Bergeron
54,139,623
704,569
42,258
5,782,809
 
Deborah L. Bevier
54,081,553
763,997
40,900
5,782,809
 
Jonathan C. Chadwick
54,115,852
726,659
43,939
5,782,809
 
Michael L. Dreyer
54,128,942
713,805
43,703
5,782,809
 
Alan J. Higginson
53,615,256
1,212,363
58,831
5,782,809
 
Peter S. Klein
54,049,744
793,168
43,538
5,782,809
 
John McAdam
54,139,656
706,183
40,611
5,782,809
 
Stephen M. Smith
54,122,552
722,228
41,670
5,782,809

Item 2: Advisory vote on compensation of the Company’s named executive officers:
 
For
Against
Abstain
Broker Non-Votes
 
 
48,184,408
6,613,789
88,253
5,782,809
 

Item 3: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2016:
 
For
Against
Abstain
 
 
 
59,956,902
642,170
70,187
 
 








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 16, 2016
By:
/s/ Scot F. Rogers
 
 
 
Scot F. Rogers
 
 
 
Executive Vice President and General Counsel