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PANW > SEC Filings for PANW > Form 8-K on 14-Dec-2012All Recent SEC Filings

Show all filings for PALO ALTO NETWORKS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PALO ALTO NETWORKS INC


14-Dec-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 12, 2012, Palo Alto Networks, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, proxies representing 53,047,236 shares of the Company's common stock, or approximately 78.1% of the total shares entitled to vote, were present and voted on the following four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the United States Securities and Exchange Commission on October 31, 2012:

Proposal One - Election of Directors. The following nominees were elected as Class I directors to serve until the 2015 annual meeting of stockholders or until their respective successors are duly elected and qualified.

 Nominee              Votes For      Votes Against    Abstentions    Broker Non-Votes
 John M. Donovan     52,033,995         190,814         49,519           772,908
 Nir Zuk             52,055,279         218,468           581            772,908

The Company's Board of Directors is comprised of eight members who are divided into three classes with overlapping three-year terms. The term of the Company's Class II directors, Asheem Chandna, Mark D. McLaughlin and James J. Goetz, will expire at the 2013 Annual Meeting of Stockholders. The term of the Company's Class III directors, Venky Ganesan, Charles J. Robel and Daniel J. Warmenhoven, will expire at the 2014 Annual Meeting of Stockholders.

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending July 31, 2013 was ratified.

Votes For Votes Against Abstentions Broker Non-Votes 52,984,028 38,928 24,280 -

Proposal 3 - Advisory Vote on Executive Compensation. The Company's stockholders cast their votes with respect to the advisory vote on executive compensation as follows:

Votes For Votes Against Abstentions Broker Non-Votes 52,049,283 134,728 90,317 772,908

Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The Company's stockholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on executive compensation as follows:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 51,738,877 3,577 475,362 56,512 772,908

In accordance with the recommendation of the Company's Board of Directors and the voting results of the stockholders of the Company on this advisory proposal, the Company will hold an advisory vote on executive compensation every year. The next required advisory vote on the frequency of future advisory votes on executive compensation will take place no later than at the 2018 Annual Meeting of Stockholders.


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