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| FFIV > SEC Filings for FFIV > Form 8-K on 19-Mar-2013 | All Recent SEC Filings |
19-Mar-2013
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Ma
On March 13, 2013, at the annual meeting of shareholders for fiscal year 2012
(the "Annual Meeting"), the shareholders of F5 Networks, Inc. (the "Company")
approved amendments to the Company's Second Amended and Restated Articles of
Incorporation to declassify the Company's Board of Directors and provide for an
annual election of directors. The Company filed its Third Amended and Restated
Articles of Incorporation with the Secretary of State of the State of Washington
on March 19, 2013.
A copy of the Third Amended and Restated Articles of Incorporation is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
On March 13, 2013, at the Annual Meeting, the Company's shareholders voted on the election of two Class I Directors to hold office until the annual meeting of shareholders for fiscal year 2014, three Class II Directors to hold office until the annual meeting of shareholders for fiscal year 2015, and one Class III Director to hold office until the annual meeting of shareholders for fiscal year 2013 and until their successors are elected and qualified; the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent public accounting firm for fiscal year 2013; an advisory vote regarding approval of the compensation of the Company's named executive officers; and the amendment to the Company's Second Amended and Restated Articles of Incorporation to declassify the Board of Directors and provide for an annual election of directors.
A total of 68,973,591 shares of the Company's common stock outstanding and entitled to vote were present at the meeting in person or by proxy. The voting results were as follows:
Item 1: To elect two Class I directors, three Class II directors and one Class III director: Name of Director For Against Abstain Broker Non-Votes Michael Dreyer - Class I 62,489,692 21,186 697,116 5,765,597 Sandra Bergeron - Class I 62,488,123 23,244 696,627 5,765,597 Deborah Bevier - Class II 61,406,243 28,465 1,773,286 5,765,597 Alan Higginson - Class II 60,601,741 25,217 2,581,036 5,765,597 John McAdam - Class II 62,491,915 20,079 696,000 5,765,597 Stephen Smith - Class III 61,566,055 789,313 852,626 5,765,597 |
Item 2: Ratification of the selection of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for fiscal year 2013:
For Against Abstain 67,912,204 985,417 75,970
Item 3: Advisory vote on compensation of the Company's named executive officers:
For Against Abstain Broker non-Votes 61,249,442 1,910,485 48,067 5,765,597
Item 4: Adopt and approve an amendment to the Company's Second Amended and
Restated Articles of Incorporation to declassify the Board of Directors and
provide for an annual election of directors:
For Against Abstain Broker non-Votes 62,985,305 130,580 92,109 5,765,597
Exhibit No. Description
3.1 Third Amended and Restated Articles of Incorporation filed with
the Washington Secretary of State on March 19, 2013
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