Cloudflare Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NET
Computer Software: Prepackaged Software
Technology
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): June 5, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip code) | |||||||
(888 ) 993-5273
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 5, 2025, Cloudflare, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on April 10, 2025 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters submitted for a vote at the Annual Meeting. At the Annual Meeting, 273,766,312 shares of Class A Common Stock and 34,092,441 shares of Class B Common Stock, or approximately 91.38% of the total voting power of shares entitled to vote, were present virtually or represented by proxy and voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 21, 2025 (the "2025 Proxy Statement"):
Proposal One - Election of Class III Directors. The following nominees were each elected as a Class III director to serve until the Company's 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified. The results of such vote were:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||||||||||||||
| Stacey Cunningham | 577,439,996 | 2,818,870 | 34,431,856 | ||||||||||||||||||||
| Mark Hawkins | 574,499,568 | 5,759,298 | 34,431,856 | ||||||||||||||||||||
| Carl Ledbetter | 548,951,342 | 31,307,524 | 34,431,856 | ||||||||||||||||||||
Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 was ratified. The results of such vote were:
| For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||
| 610,200,958 | 3,632,655 | 857,109 | — | ||||||||||||||||||||
Proposal Three - Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2025 Proxy Statement. The results of such vote were:
| For | Against | Abstained | Broker Non-Votes | ||||||||||||||||||||
| 516,021,763 | 63,622,697 | 614,406 | 34,431,856 | ||||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cloudflare, Inc. | ||||||||||||||
| Dated: June 9, 2025 | By: | /s/ Douglas Kramer | ||||||||||||
| Douglas Kramer | ||||||||||||||
| Chief Legal Officer and Secretary | ||||||||||||||