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FFIV > SEC Filings for FFIV > Form 8-K on 19-Mar-2013All Recent SEC Filings

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Form 8-K for F5 NETWORKS INC


19-Mar-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Ma


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.



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

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



Item 9.01 Financial Statements and Exhibits

(d)

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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