Proxy Statement (Form DEF 14A)

 

 

 

 

Filed by the Registrant ☒

 

 

Filed by a party other than the Registrant  ☐

 

 

 

 

 

 

 

 

 ☐

 

 

Preliminary Proxy Statement

 ☐

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

 

 

Definitive Proxy Statement

 ☐

 

 

Definitive Additional Materials

 ☐

 

 

Soliciting Material Under Rule 14a-12

 

 

 

 

 

 

 

 

☒

 

 

No fee required

 

 

 ☐

 

 

Fee paid previously with preliminary materials.

 

 

 ☐

 

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 

 

 

 

 

 

 

 

 

MEETING DETAILS

 

 

 

 

 

Time and Date

 

 

 

 

 

 

Virtual Meeting Location

 

 

 

 

 

 

Record Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

To elect 12 directors nominated by the Board of Directors of the Company to hold office until the Annual Meeting of Shareholders for fiscal year 2025;

 

 

 

2

 

 

To approve, on an advisory basis, the compensation of our named executive officers;

 

 

 

3

 

 

​To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025; and

 

 

 

4

 

 

To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By Order of the Board of Directors,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notice of Fiscal Year

2024 Annual

Shareholders Meeting

 

 

 

 

 

 

 

 

 

Your Vote Is Important!

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, please promptly vote and submit your proxy by phone, over the Internet, or by signing, dating, and returning the accompanying proxy card in the enclosed, prepaid, retuenvelope or otherwise completing the appropriate voting instruction form. If you decide to attend the Annual Meeting and wish to vote virtually at the meeting, please see "Questions and Answers About the Annual Meeting and These Proxy Materials" below.

 

 

 

 

 

 

 

 

 

Notice of Fiscal Year

2024 Annual

Shareholders Meeting

 

 

 

 

 

 

 

 

WAYS TO VOTE

 

 

 

 

 

Vote by Internet

 

 

 

 

 

 

Vote by Telephone

 

 

 

 

 

 

Vote Online During the Meeting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNUAL MEETING OF

SHAREHOLDERS

 

 

 

 

 

Time and Date

 

 

 

 

 

Virtual Meeting Location

 

 

 

 

 

Record Date

 

 

 

 

 

Mailing Date

 

 

 

 

 

Voting

 

 

 

 

 

 

 

 

 

 

 

MEETING AGENDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal

 

 

Board Vote

Recommendation

 

 

Page References

for More Detail

 

VOTING MATTERS

AND VOTE

RECOMMENDATION

 

 

1

 

 

To elect 12 directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year 2025

 

 

FOR

 

 

p. 83

 

 

 

2

 

 

Advisory vote to approve the compensation of our named executive officers

 

 

FOR

 

 

p. 84

 

 

 

3

 

 

To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025

 

 

FOR

 

 

p. 86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

1

 

 

 

 

 

 

Proxy Summary

 

 

 

 

ABOUT F5

 

 

 

OUR VALUES

 

 

 

 

 

 

 

 

 

 

 

BOARD & GOVERNANCE

HIGHLIGHTS

Independent Board Chair

11 of 12 Board Nominees

are Independent

​8 of 12 Board Nominees

Identify as Diverse

Declassified Board - All

Directors Elected Annually

Share Ownership Guidelines

for Executives & Directors

Clawback Policy for

Named Executive Officers

One-year Post-vesting

Holding Period for

Executive Equity Awards

Beginning with Grants

Awarded in Fiscal

Year 2022

Majority Voting for

All Directors

Third-Party Led Board

Self-Assessment Process

Independent

Directors Meet Without

Management Present

Prohibition on Hedging,

Pledging and Short Sale

of Company Stock

 

 

 

 

 

 

 

 

2

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Proxy Summary

 

 

 

 

 

 

 

 

 

 

AWARDS AND

COMPANY

RECOGNITION

 

 

 

 

F5 Named Winner of Best API

Security Solution by SC Awards

2024

 

 

F5 Recognized with Six

TrustRadius Top Rated Awards

 

 

Finalist for the CRN Tech

Innovator Award

 

 

F5 Listed Among Leaders in

KuppingerCole Leadership

Compass 2024 for WAF

 

 

F5 employee awarded CRN's

The Most Powerful Women of the

Channel 2024: Power 100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FISCAL YEAR 2024

Performance Highlights

 

 

Annual revenue

 

 

Cash flow from operations

 

 

 

 

 

 

Cash returned to shareholders

through share repurchases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPENSATION

POLICIES AND

PRACTICES LINKED

TO SHAREHOLDER

VALUE CREATION AND

RISK MITIGATION

 

 

Pay for

performance

 

 

We emphasize pay for performance and align executive compensation with the Company's business objectives and performance, and the creation of long-term shareholder value.  

 

 

Threshold

performance

metrics

 

 

Incentive-based compensation is at risk and payable only if certain threshold performance metrics are achieved.

 

 

 

No excise tax

gross-ups

 

 

The Company does not provide "golden parachute" excise tax gross-ups upon a change in control of the Company.

 

 

 

Benefit plans

 

 

The Company offers its executive officers only modest perquisites that are supported by a business interest and are consistent with broad-based benefit plans available to other employees.

 

 

 

Stock ownership

guidelines

 

 

Directors and executives are subject to stock ownership requirements that encourage alignment with the interests of shareholders.

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

3

 

 

 

 

 

 

Proxy Summary

 

 

 

 

 

 

 

 

 

 

Clawback policy

 

 

In the event of a restatement of any financial measure used in determining performance-based compensation for executives, the Company shall recover any payments to an executive in excess of what would have been received if determined based on the restated financial measure subject to limited exceptions.

 

 

 

No hedging of stock

 

 

Executive officers, directors and other employees are prohibited from trading in puts, calls or other derivatives of Company Common Stock or otherwise engaging in short sales of Company Common Stock or hedging transactions related to Company Common Stock. In addition, executive officers, directors and other employees are prohibited, except under limited exceptions, from holding Company Common Stock in a margin account or pledging Company Common Stock as collateral for a loan.  

 

 

 

No re-pricing of

options

 

 

Under the terms of the equity plan, the re-pricing of underwater options is prohibited absent shareholder approval.

 

 

 

Double-trigger

change of control

agreements

 

 

The Company's change of control agreements with its executives contain a "double trigger" feature.

 

 

 

Post-vesting

holding

requirement

 

 

Beginning with awards granted in fiscal year 2022, Company executives must retain for at least one year the net shares received on the vesting of Restricted Stock Units, which aligns executives' long-term incentives with the interests of shareholders. 

 

 

 

Annual

advisory vote

 

 

Annual advisory vote on executive compensation provides shareholders with a direct opportunity to express their opinion regarding the Company's executive pay practices.

 

 

 

Capped incentive compensation

 

 

Executive incentive compensation is capped avoiding excessive risk-taking and limiting to a reasonable level the amount of total performance-based compensation paid.

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Proxy Summary

Director Nominees

 

 

The following table provides summary information about each director nominee. Each director named below is a continuing director and all directors are elected annually by a majority of votes cast.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Committees

 

 

 

 

Age

 

 

Director

Since

 

 

Occupation

 

 

Independent

 

 

Diverse⁽¹⁾

 

 

Other

Public

Boards

 

 

Audit

 

 

Risk

 

 

Talent and

Compensation

 

 

Nominating

and ESG

 

 

 

 

​56

 

 

 

 

Chief Marketing Officer, VAST Data; Director, Cerence Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​63

 

 

 

 

Director, U.S. Bancorp; Retired Chief Executive Officer, Monitise, Plc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​62

 

 

 

 

Former Executive Vice President, Claure Group; Director, Philip Morris International Inc.; Director, Etisalat

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​61

 

 

 

 

Director, Coherent Corp. (formerly II-VI Inc.); Retired Chief Operations Officer, Silicon Valley Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​60

 

 

 

 

Director, Deere & Company; Director, Xerox Corporation; Director, York Space Systems; Former Chief Executive Officer, Verizon Business Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Vice President, Business Finance, Workday, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​77

 

 

 

 

​Chair of the Board, F5; Former Chair, Hubspan, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director, Denali Therapeutics Inc.; Director, Accolade, Inc.; Retired Chief Financial Officer, Microsoft Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​53

 

 

 

 

President and Chief Executive Officer, F5; Director, Capital One Financial Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chief Financial Officer, Client Solutions Group, Dell Technologies Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​47

 

 

 

 

Chief Executive Officer, Gainsight, Inc.; Director, Pubmatic, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

​53

 

 

 

 

Chief Operating Officer, BlueVoyant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

5

 

 

 

 

 

 

Proxy Summary

1.

Directors included in the diverse designation represent individuals whose race, ethnicity, gender, or LGBTQ+ self-identification contribute to Board heterogeneity and expand the Board's understanding of the needs and viewpoints of our customers, partners, employees, investors, and other stakeholders, and met the definition of "diverse director" under the Nasdaq Listing Rules previously approved.

2.

Audit committee financial expert as defined in Item 407 of Regulation S-K.

BOARD SKILLs AND DIVERSITY MATRIX

 

 

 

 

Five of our 12 Director nominees are women, four of our 12 Director nominees are ethnically diverse with one identifying as Black, one identifying as Asian and two identifying as Hispanic/Latino(a). No Directors identify as LGBTQ+. One director identifies as a military veteran.

 

 

 

 

 

 

 

 

6

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Proxy Summary

 

 

 

 

 

 

 

 

 

 

 

 

 

Total number of directors: 12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Represents Director nominees with financial fluency. The Board of Directors has determined that Mr. Klein and Mses. Gonzalez and McReynolds are "audit committee financial experts" as defined in Item 407 of Regulation S-K.

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

7

 

 

 

 

 

 

 

 

Why am I receiving these materials?

 

 

You are receiving these materials because you are a shareholder of the Company as of the close of business on January 7, 2025 (the "Record Date") and are entitled to receive notice of the Annual Meeting and to vote on matters that will be presented at the meeting. This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures.

 

 

 

 

 

 

 

 

How does the Board of Directors recommend that I vote?

 

 

The Board of Directors recommends that you vote:

 

 

 

 

 

 

 

 

 

 

 

Will there be any other items of business on the agenda?

 

 

The Company is not aware, as of the date of this Proxy Statement, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders. If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card with respect to those items of business or other matters. The persons named on the proxy card intend to vote the proxy in accordance with their best judgment.

 

 

 

 

 

 

 

 

Who is entitled to vote at the Annual Meeting?

 

 

Only holders of our Common Stock, no par value, at the close of business on the Record Date may vote at the Annual Meeting. We refer to the holders of Common Stock as "shareholders" throughout this Proxy Statement. Each shareholder is entitled to one vote for each share of Common Stock held as of the Record Date.

 

 

 

 

 

 

 

 

What constitutes a quorum, and why is a quorum required?

 

 

We need a quorum of shares of Common Stock eligible to vote to conduct business at our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the Record Date are represented at the virtual Annual Meeting either in person or by proxy. As of the close of business on the Record Date, we had 58,015,127 shares of Common Stock outstanding and entitled to vote at the virtual Annual Meeting, meaning that 29,007,565 shares of Common Stock must be represented in person or by proxy to have a quorum. Abstentions and broker non-votes (as described below) will also count towards the quorum requirement. Your shares will be counted toward the number needed for a quorum if you: (i) submit a valid proxy card or voting instruction form, (ii) give proper instructions over the telephone or on the Internet, or (iii) in the case of a shareholder of record, virtually attend the Annual Meeting.

 

 

 

 

 

 

 

 

8

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Questions and Answers About the Annual Meeting and These Proxy

Materials

 

 

 

 

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

 

 

Shareholder of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Equiniti Trust Company,

 

Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like many of our shareholders, your shares are held in "street name." As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides. If you wish to vote the shares you own beneficially at the virtual meeting, you should follow the voting instructions or other information you received from your broker or other nominee and the instructions on the website at www.virtualshareholdermeeting.com/FFIV2025. If you do not provide your broker or nominee with instructions on how to vote your shares or a legal proxy, your broker or nominee will be able to vote your shares with respect to some, but not all, of the proposals. Please see "What will happen if I do not vote my shares?" and "What if I do submit my proxy but do not specify how my shares are to be voted?" for additional information.

 

 

 

 

 

 

 

 

How do I vote?

 

 

Shareholders of Record. If you are a shareholder of record, there are several ways for you to vote your shares:

 

 

 

 

 

 

 

 

 

 

Beneficial Owners. You may vote by the method explained on the voting instructions or other information you receive from the broker or nominee.

 

 

 

 

 

 

 

 

Can I revoke or change my vote after I submit my proxy?

 

 

Yes. You may revoke or change your vote after submitting your proxy by one of the following procedures:

 

 

 

 

 

Please note that attendance alone at the Annual Meeting will not revoke a proxy; you must actually vote at the virtual Annual Meeting.

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

9

 

 

 

 

 

 

Questions and Answers About the Annual Meeting and These Proxy

Materials

 

 

 

 

What will happen if I do not vote my shares?

 

 

Shareholders of Record. If you are the shareholder of record of your shares and you do not vote by mail, by telephone, via the Internet or virtually at the Annual Meeting, your shares will

 

Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under applicable stock exchange rules, your broker or nominee does not have discretion to vote your shares on non-routine matters, which include Proposals 1 and 2. However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3.

 

 

 

 

 

 

 

 

What if I do submit my proxy but do not specify how my shares are to be voted?

 

 

If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

 

 

 

 

 

 

 

 

 

 

 

What is the effect of an abstention or a "broker non-vote"?

 

 

Brokers or other nominees who hold shares of Common Stock for a beneficial owner generally have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A "broker non-vote" occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. If you abstain from voting on a proposal, or if a broker or nominee indicates it does not have discretionary authority to vote on a proposal, the shares will be counted for the purpose of determining if a quorum is present but will not be included in the vote totals with respect to the proposal. Furthermore, any abstention or broker non-vote will have no effect on the proposals to be considered at the Annual Meeting since these actions do not represent votes cast by shareholders.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

What is the vote

required for each

proposal?

 

 

Proposal

 

 

Vote Required*

 

 

Broker Discretionary

Voting Allowed

 

 

1

 

 

Election of 12 directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year 2025

 

 

Majority of

Votes Cast

 

 

No

 

 

2

 

 

Advisory vote to approve the compensation of our named executive officers

 

 

Majority of

Votes Cast

 

 

No

 

 

3

 

 

Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025

 

 

Majority of

Votes Cast

 

 

Yes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Under Washington law and the Company's Fourth Amended and Restated Articles of Incorporation (the "Articles") and Eighth Amended and Restated Bylaws (the "Bylaws"), if a quorum exists at the

 

 

 

 

10

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Questions and Answers About the Annual Meeting and These Proxy

Materials

 

 

 

 

Why are we holding a virtual Annual Meeting?

 

 

We believe that it is best to hold a virtual only Annual Meeting because a virtual meeting provides broad and convenient access to and enables participation by our shareholders in a cost-reducing and environmentally friendly way. The virtual Annual Meeting will allow our shareholders to ask questions and to vote.

 

 

 

 

 

 

 

 

How can I attend and participate in the Annual Meeting?

 

 

The Annual Meeting will be a completely virtual meeting of shareholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FFIV2025. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 11:00 a.m. Pacific Time on March 13, 2025. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time, and you should allow ample time to ensure your ability to access the meeting.

 

 

 

 

 

 

 

 

CAN SHAREHOLDERS ASK QUESTIONS AT THE VIRTUAL ANNUAL MEETING?

 

 

Yes. We have designed the format of the virtual Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting. After the voting results are announced at the Annual Meeting, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Rules of Conduct for the Annual Meeting. During the Annual Meeting, you can view our Rules of Conduct and submit any questions at virtualshareholdermeeting.com/FFIV2025.

 

 

 

 

 

 

 

 

What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?

 

 

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the Basic Call Center Support numbers located on the meeting login page for assistance.

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

11

 

 

 

 

 

 

Questions and Answers About the Annual Meeting and These Proxy

Materials

What happens if the Annual Meeting is adjourned or postponed?

 

 

Your proxy will still be effective and will be voted at the rescheduled Annual Meeting as applicable. You will still be able to change or revoke your proxy until it is voted.

 

 

 

 

 

 

 

 

Who is making this proxy solicitation and paying for the costs of this proxy solicitation?

 

 

The Board of Directors of the Company is soliciting the proxies accompanying this Proxy Statement. The Company will pay all of the costs of this proxy solicitation. However, you will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. In addition to mail solicitation, officers, directors, and employees of the Company may solicit proxies personally or by telephone, without receiving additional compensation. The Company has retained Alliance Advisors to assist with the solicitation of proxies in connection with the Annual Meeting. The Company will pay Alliance Advisors customary fees, which are expected to be $12,000 plus expenses. The Company, if requested, will pay brokers, banks, and other fiduciaries that hold shares of Common Stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to shareholders.

 

 

 

 

 

 

 

 

How can I find the results of the Annual Meeting?

 

 

We intend to announce preliminary voting results at the Annual Meeting and publish final results on a Form 8-K within four business days of the Annual Meeting. The Form 8-K will be available on our website at www.f5.comunder the "Company - Investor Relations - Financials - SEC Filings" section.

 

 

 

 

 

 

 

 

12

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accountability

 

 

 

 

 

Transparency

 

 

 

 

 

Engagement

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDER ENGAGEMENT AND ANNUAL ADVISORY VOTE

 

 

The Company's senior management team, including the President and Chief Executive Officer, Chief Financial Officer, and Vice President of Investor Relations, regularly engages in meaningful dialogue with shareholders and potential shareholders through in-person, video, and teleconference meetings. During fiscal year 2024, F5 met or spoke directly with more than 120 institutional investors, including shareholders representing approximately 27% of the Company's total outstanding shares (based on holdings as set forth in their SEC filings as of September 30, 2024).

 

 

 

 

 

 

 

 

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) TOPICS

 

 

At F5, we care deeply not just about whatwe do, but howwe do it. Our guiding principle to "do the right thing" applies to our employees, officers, Board of Directors, and our subsidiaries and controlled affiliates across the globe and is set forth in F5's Code of Business Conduct and Ethics - available at www.f5.comunder the "Company - Investor Relations - ESG - Governance Documents" section.

 

 

Most importantly, our principle to "do the right thing" is expressed every day at F5 in what we call BeF5 (culture behaviors) and LeadF5 (leadership principles).

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

13

 

 

 

 

 

 

Corporate Governance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ENVIRONMENTAL

 

 

In fiscal year 2024, F5 took a step forward in its environmental commitments by successfully obtaining the Science Based Target Initiative's verification for its 2030 target to reduce both absolute Scope 1 and 2 emissions by 50% and absolute Scope 3 emissions by 43% from the 2021 baseline.

 

 

 

 

 

 

 

 

SOCIAL

 

 

Employees

 

 

 

 

•

80% of employees favorably rate "I am proud to work for F5."

•

88% of employees favorably rate "My manager genuinely cares about my well-being."

•

89% of employees favorably rate "F5 shows a commitment to ethical business decisions and conduct."

 

 

 

 

14

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Corporate Governance

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

15

 

 

 

 

 

 

Corporate Governance

 

 

 

 

GOVERNANCE

 

 

Below we describe F5's corporate governance policies and practices that foster effective Board oversight in service of the long-term interests of our shareholders, explain the process for selecting director candidates, and present the 2025 nominees for election to our Board.

 

 

 

 

 

 

 

 

All directors are expected to attend the Company's Annual Meetings of Shareholders.

 

 

 

 

 

 

 

 

 

 

16

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Corporate Governance

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

17

 

 

 

 

 

 

Corporate Governance

 

 

 

 

RISK OVERSIGHT

 

 

Assessing and managing risk is the responsibility of the Company's senior management team. The Company's Executive Risk Committee, comprised of senior management, regularly reviews and evaluates key risks and reports back to the Risk Committee and the full Board of Directors on a regular basis during the year. The Board of Directors takes an active role in ensuring the establishment and healthy operation of the Company's risk management efforts, coordinating closely with management and the Board's committees in these efforts. In fiscal year 2024, the Board reallocated some of the responsibilities of the Audit & Risk Oversight Committee and created a separate Risk Committee to allow the Audit Committee to continue to focus on oversight of our accounting and financial controls as well as the Company's independent auditor. The Risk Committee was created by the Board to review and monitor the status of the Company's enterprise risk management governance and processes. The Risk Committee reviews and consults at each of its regular quarterly Committee meetings with the Company's senior management team and the Company's Vice President of Internal Audit/Head of Enterprise Risk Management on strategic and operational opportunities, challenges, and risks faced by the Company. As appropriate, the Risk Committee discusses and coordinates regarding certain risks or risk-related matters with the full Board or applicable committees. The Company has implemented an enterprise risk management program. Pursuant to this program, the Company performs regular risk assessments to identify key strategic, operating, legal and compliance, cybersecurity, talent, and financial risks, evaluate the significance of those risks, formulate a risk profile which identifies relevant risk levels and management control efforts, and develops action plans to address these key risks.

 

 

 

 

 

 

 

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

 

The following directors served as members of the Compensation Committee during some or all of fiscal year 2024: Mses. Budnik, Buse and Erwin and Messrs. Combes, Higginson, Mehta, and Shivananda. None of these persons has at any time been an officer or employee of the Company. During fiscal year 2024, none of the Company's executive officers served as a member of the board of directors or compensation committee of any entity that has had one or more executive officers that served as a member of the Company's Board of Directors or Compensation Committee.

 

 

 

 

 

 

 

 

18

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Corporate Governance

 

 

 

 

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

 

 

As set forth in the written charter of the Audit Committee of the Board of Directors, any related person transaction involving a Company director or executive officer must be reviewed and approved by the Audit Committee. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. Related persons include any director or executive officer, certain shareholders, and any of their "immediate family members" (as defined by SEC regulations). To identify any related person transaction, the Company requires each director and executive officer to complete a questionnaire each year requiring disclosure of any prior or proposed transaction with the Company in which the director, executive officer, or any immediate family member might have an interest. Each director and executive officer is directed to notify the Company's Executive Vice President and General Counsel of any such transaction that arises during the year, and the Company's Chief Financial Officer reports to the Audit Committee on a quarterly basis regarding any potential related person transaction. In addition, the Board of Directors determines on an annual basis which directors meet the definition of independent director under the Nasdaq Listing Rules and reviews any director relationship that would potentially interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. A copy of the Company's "Policy and Procedures for Approving Related-Person Transactions" is available on our website at www.f5.comunder the "Company - Investor Relations - ESG - Governance Documents" section.

 

 

 

 

 

 

 

 

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

 

The Company's Articles limit the liability of the Company's directors for monetary damages arising from their conduct as directors, except to the extent otherwise required by the Articles and the Washington Business Corporation Act. The Articles also provide that the Company may indemnify its directors and officers to the fullest extent permitted by Washington law, including in circumstances in which indemnification is otherwise discretionary under Washington law. The Company has entered into indemnification agreements with the Company's directors and certain officers for the indemnification of, and advancement of expenses to, these persons to the fullest extent permitted by law. The Company also intends to enter into these agreements with the Company's future directors and certain future officers.

 

 

 

 

 

 

 

 

INSIDER AND DERIVATIVES TRADING AND HEDGING POLICIES AND ARRANGEMENTS

 

 

The Company has adopted an insider trading policy and related procedures relating to employees, officers, and directors of the Company and its subsidiaries, and has implemented processes for the Company that the Company believes to be reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards. The Company's insider trading policy applies to all transactions in the Company's securities, as well as to derivative securities relating to the Company's securities. It applies to all officers of the Company, all members of the Company's Board of Directors, and all employees of, and consultants and contractors to, the Company who receive or have access to material nonpublic information regarding the Company, and, among other things, prohibits transactions in the Company's securities when in possession of material nonpublic information. In addition, the policy covers, among other things, applicable trading windows/blackout periods, pre-clearance requirements, and other trading limitations. Further, Company considers it improper and inappropriate for any employee, officer, or director of the Company to engage in short-term or speculative transactions in the Company's securities. It therefore is the Company's policy that directors, officers, and other employees, and their family members, may not engage in any of the following transactions:

 

 

 

 

•

Short Sales. Short sales of the Company's securities.

•

Publicly Traded Options. Buying or selling Company options including puts, calls, or other derivative securities.

•

Hedging Transactions. Hedging transactions, including but not limited to zero-cost collars and forward sale contracts.

•

Margin Accounts and Pledges. Holding Company securities in margin accounts and/or pledging Company securities as collateral. The Company may on occasion provide limited exceptions to

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

19

 

 

 

 

 

 

Corporate Governance

 

 

 

 

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

 

 

We have adopted a Code of Ethics for Senior Financial Officers that applies to certain of our senior officers, including our Chief Executive Officer and Chief Financial Officer. The Code of Ethics for Senior Financial Officers is posted under the "Company - Investor Relations - ESG - Governance Documents" section of the Company's website, www.f5.com. A copy of the Code of Ethics may be obtained without charge by written request to the Company's Corporate Secretary. We also have a separate Code of Conduct that applies to all the Company's employees, which may also be found under the "Company - Investor Relations - ESG - Governance Documents" section of our website.

 

 

 

 

 

 

 

 

MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES; ATTENDANCE AT ANNUAL MEETING

 

 

The Company's Board of Directors met or acted by unanimous written consent 10 times during fiscal year 2024. The outside directors met 2 times during fiscal year 2024, with no members of management present. The Audit & Risk Oversight Committee met 5 times before separating into separate Audit and Risk Committees. After separation, the Audit Committee met 2 times and the Risk Committee met 4 times. During fiscal year 2024, the Compensation Committee met 10 times and the Nominating and ESG Committee met 8 times. Each member of the Board of Directors attended 75% or more of the aggregate of the Board of Directors meetings and the meetings of the committees on which the director served during fiscal year 2024. All directors are also expected to attend the Company's Annual Meetings of Shareholders. All directors attended the Company's Annual Meeting of Shareholders for fiscal year 2023 except Board member Nikhil Mehta.

 

 

 

 

 

 

 

 

20

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

Director

Since

 

 

 

 

 

 

 

 

 

 

 

 

​October 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Director

Independence

 

 

The Nasdaq Listing Rules require that a majority of the Company's directors be "independent," as defined by Nasdaq Listing Rule 5605(a)(2) and determined by the Board of Directors. The Board of Directors consults with the Company's legal counsel to ensure that the Board of Directors' determinations are consistent with all relevant securities and other laws and regulations regarding the definition of "independent." After a review of relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent registered public accounting firm, the Board of Directors determined that the following directors and nominees were independent: Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Michael L. Dreyer, Tami Erwin, Julie M. Gonzalez, Alan J. Higginson, Peter S. Klein, Maya McReynolds, Nikhil Mehta, and Michael F. Montoya. François Locoh-Donou is not considered independent because he is the Company's President and Chief Executive Officer. Prior to their respective resignations, each of Ms. Marie Myers and Mr. Sripada Shivanada were deemed independent directors.

 

 

 

 

 

 

 

 

Stock Ownership Guidelines for Directors

 

 

In October 2010, the Board of Directors adopted stock ownership guidelines for the Company's directors and executive officers. Directors are required to own shares of Common Stock equal in value to five times the directors' annual cash retainer. Directors are required to achieve this ownership level within three years of joining the Board. Shares of Common Stock that count toward satisfaction of the guidelines include shares purchased on the open market, shares obtained through stock option exercises, shares obtained through grants of Restricted Stock Units (RSUs), and shares beneficially owned in a trust, by a spouse and/or minor children. Shares owned by directors are valued at the greater of (i) the price at the time of acquisition/purchase or (ii) the current market value.

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

21

 

 

 

 

 

 

Board of Directors

 

 

 

 

Nominees and Continuing

Directors

 

 

The following individuals have been nominated for election to the Board of Directors or will continue to serve on the Board of Directors after the Annual Meeting:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FRANÇOIS LOCOH-DONOU

 

 

Age:53       Director Since:4/2017       Committees:None

 

Other Current Public Company Boards:Capital One Financial Corporation

 

 

Qualification Highlights

 

 

Career Highlights

Education

 

 

Other U.S.-Listed Public Company Directorships Within the Past Five Years

Other Experience

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

Age:77       Director Since:5/1996      Committees:CC, NESGC

 

Other Current Public Company Boards:None

 

 

Qualification Highlights

 

 

Career Highlights

 

 

Other U.S.-Listed Public Company Directorships Within the Past Five Years
•     N/A

Other Experience

 

 

Education

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

23

 

 

 

 

 

 

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

Age:56       Director Since:10/2022      Committees:RC, NESGC

 

Other Current Public Company Boards:Cerence Inc.

 

 

Qualification Highlights

 

 

Career Highlights

Education

 

 

Other U.S.-Listed Public Company Directorships Within the Past Five Years

Other Experience

 

 

 

 

 

 

 

 

 

 

 

 

 

24

 

 

Fiscal Year 2024 Proxy Statement

 

 

 

 

 

 

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

Age:63       Director Since:9/2020      Committees:AC, CC, NESGC

 

Other Current Public Company Boards:U.S. Bancorp

 

 

Qualification Highlights

 

 

Career Highlights

Education

 

 

Other U.S.-Listed Public Company Directorships Within the Past Five Years

Other Experience

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2024 Proxy Statement

 

 

25

 

 

 

 

 

 

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

Age:62       Director Since:9/2023       Committees:CC

 

Other Current Public Company Boards:Philip Morris International Inc., and Etisalat

 

 

Qualification Highlights

 

 

Career Highlights

Education

 

 

Other U.S.-Listed Public Company Directorships Within the Past Five Years

Other Experience