F5 Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Computer Communications Equipment
Telecommunications
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On March 12, 2026, at the annual meeting of shareholders for fiscal year 2025 (the “Annual Meeting”), the shareholders of F5, Inc. (the “Company”) voted to approve the F5, Inc. 2026 Incentive Award Plan (the “Incentive Plan”), including 3,500,000 new shares of common stock issuable under the Incentive Plan and shares of common stock that remained available for issuance under the F5, Inc. Incentive Plan that became available for issuance under the terms of the Incentive Plan.
The complete text of the Incentive Plan is set forth in Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
In addition, on March 12, 2026, the Board of Directors of the Company adopted the F5, Inc. Non-Employee Director Compensation Program (the “Director Program”). The complete text of the Director Program is set forth in Exhibit 10.2 to this Form 8-K and is 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: (1) the election of eight directors to hold office until the annual meeting of shareholders for fiscal year 2026 and until their successors are elected and qualified; (2) the approval of the Incentive Plan; (3) an advisory vote regarding approval of the compensation of the Company’s named executive officers; and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
A total of 52,050,157 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 eight directors to hold office until the annual meeting of shareholders for fiscal year 2026:
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Marianne N. Budnik | 48,062,073 | 466,581 | 21,064 | 3,500,439 | ||||||||||
| Elizabeth L. Buse | 46,282,811 | 2,241,662 | 25,245 | 3,500,439 | ||||||||||
| Michel Combes | 48,214,285 | 313,812 | 21,621 | 3,500,439 | ||||||||||
| Tami Erwin | 48,233,005 | 295,535 | 21,178 | 3,500,439 | ||||||||||
| Julie Gonzalez | 47,701,053 | 827,493 | 21,172 | 3,500,439 | ||||||||||
| François Locoh-Donou | 45,986,595 | 2,363,207 | 199,916 | 3,500,439 | ||||||||||
| Maya McReynolds | 48,047,518 | 481,102 | 21,098 | 3,500,439 | ||||||||||
| Nikhil Mehta | 48,225,186 | 303,188 | 21,344 | 3,500,439 | ||||||||||
Item 2: Approval of the Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 32,363,363 | 16,116,797 | 69,558 | 3,500,439 | ||||||||
Item 3: Advisory vote on the approval of the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 44,809,245 | 3,486,265 | 254,208 | 3,500,439 | ||||||||
Item 4: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
| For | Against | Abstain | ||||||
| 47,386,756 | 4,534,667 | 128,734 | ||||||
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits:
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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, INC. (Registrant) | ||||||||||||||
| Date: March 13, 2026 | By: | /s/ Angelique M. Okeke | ||||||||||||
| Angelique M. Okeke | ||||||||||||||
| Executive Vice President and General Counsel | ||||||||||||||