UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 17, 2019
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
401 Elliott Avenue West
(Address of principal executive offices)
Registrant’s telephone number, including area code (206) 272-5555
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 17, 2019, F5 Networks, Inc. (the “Company”) director Jonathan Chadwick informed the Board that he would not be standing for re-nomination as a director at the next Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Chadwick conveyed that he believes it is the right time for him to transition off of the Board as part of the Board’s succession efforts and due to his other activities, including board and advisory positions with other organizations. Mr. Chadwick’s decision was not the result of any disagreement with the Company.
Mr. Chadwick has served on the Board since August 2011, and has served on a number of Board committees, including as Chair of the Audit Committee since March 2012. Mr. Chadwick will continue to serve as a director until the date of the Annual Meeting. The Board expressed its appreciation for Mr. Chadwick’s service to the Company.
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.
Date: January 23, 2019
/s/ Frank Pelzer
Executive Vice President and Chief Financial Officer