UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
(d) Appointment of New Director
On May 13, 2021, the Board of Directors (the “Board”) of Palo Alto Networks, Inc., a Delaware corporation (the “Company”), appointed Aparna Bawa to the Board to serve as a Class III director whose term expires at the annual meeting to be held in 2023. In addition, the Board appointed Ms. Bawa to the Audit Committee of the Board.
Ms. Bawa, age 45, has served as the Chief Operating Officer and Interim Chief Legal Officer of Zoom Video Communications, Inc., a video communications company, since May 2020. Ms. Bawa served as Zoom’s Chief Legal Officer from August 2019 to May 2020, its General Counsel from September 2018 to May 2020 and its Secretary from December 2018 to November 2020. Prior to Zoom Video Communications, Ms. Bawa served as Senior Vice President and General Counsel of Magento, Inc., an e-commerce platform company, from June 2017 until its acquisition by Adobe Inc. in June 2018. From November 2012 to May 2017, Ms. Bawa served as Vice President, General Counsel and Secretary of Nimble Storage, Inc., an enterprise flash storage company, which was acquired by Hewlett Packard Enterprise in April 2017. Ms. Bawa holds a B.Sc. in Accounting from Marquette University and a J.D. from Harvard Law School. Ms. Bawa was selected to serve on our Board due to her extensive experience in technology companies.
In connection with Ms. Bawa’s appointment to the Board and in accordance with the Company’s Director Compensation Policy, the Board approved an initial award of restricted stock units for Ms. Bawa having a value of approximately $1,000,000 which will be granted effective as of May 20, 2021 (the “Grant Date”). These restricted stock units will vest over three years, with one-third of the shares subject to the award vesting on the first anniversary of the Grant Date, and the remaining shares vesting equally over the next two years on a quarterly basis, subject to continued service on the Board, on the applicable vesting date. In the event of a change of control, all shares subject to the award would become fully vested and immediately exercisable. The restricted stock units are subject to the terms and conditions of the Company’s 2012 Equity Incentive Plan and its related grant agreements. In addition, the Company expects to grant an annual award of restricted stock units having a value of approximately $300,000 (plus any fees for committee service) to Ms. Bawa on the date of each annual meeting of stockholders, beginning with the annual meeting of stockholders to be held in 2022, subject to her continued service on the Board. Each annual award of restricted stock units is expected to vest over one year on a quarterly basis. The Company will also reimburse Ms. Bawa for all reasonable expenses in connection with her service to the Company. The foregoing description of Ms. Bawa’s offer letter does not purport to be complete and is qualified in its entirety by reference to the offer letter, which is attached as Exhibit 10.1 to this report.
Ms. Bawa executed the Company’s standard form of indemnification agreement (see Exhibit 10.1 to our Annual Report on Form 10-K for the fiscal year ended July 31, 2020 filed with the Securities and Exchange Commission on September 4, 2020).
There is no arrangement or understanding between Ms. Bawa and any other persons pursuant to which Ms. Bawa was elected as a director.
Ms. Bawa is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On May 14, 2021, the Company issued a press release announcing the appointment of Ms. Bawa as a director. The press release is attached herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Offer Letter between the Registrant and Ms. Bawa, dated May 13, 2021. | |
| 99.1 | Press release dated as of May 14, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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.
| PALO ALTO NETWORKS, INC. | ||
| By: /s/ Dipak Golechha | ||
| Dipak Golechha | ||
| Chief Financial Officer | ||
Date: May 14, 2021
Exhibit 10.1
May 13, 2021
Aparna Bawa
Dear Aparna,
On behalf of the Board of Directors (the “Board”) of Palo Alto Networks, Inc. (the “Company”), we are pleased to inform you that our Nominating and Governance Committee of the Board has nominated you for election as a member of our Board.
As you are aware, the Company is a Delaware corporation and therefore your rights and duties as a Board member of the Company are prescribed by Delaware law, SEC laws, listing rules for the stock exchange on which our shares are traded, our charter documents and by the policies established by our Board from time to time. In addition, you may also be requested to serve as a director of one or more of our subsidiaries in which case you may be subject to other laws while serving in such a capacity.
From time to time, our Board may establish certain other committees to which it may delegate certain duties. In addition to committee meetings, which shall be convened as needed, our Board meetings are generally held quarterly at the Company’s offices in Santa Clara, California. We would hope that your schedule would permit you to attend all of the meetings of the Board and any committees of which you are a member. In addition, from time to time, there may be telephonic meetings to address special matters.
It is expected that during the term of your Board membership with the Company you will not engage in any other employment, occupation, consulting or other business activity that competes with the business in which the Company is now involved in or becomes involved in during the term of your service to the Company, nor will you engage in any other activities that conflict with your obligations to the Company.
If you decide to join the Board, under the terms of our non-employee director compensation policy, you will automatically be granted a restricted stock unit award under our 2012 Equity Incentive Plan (the “2012 Plan”) having a value equal to $1,000,000 (the “Award”) in consideration for your service as a member of the Board. The number of Award shares will be based on the average closing price of the Company’s common stock over the 30 calendar days prior to the 15th day of the month in which the grant occurs. The Award shares will vest over three years, with 1/3 of the shares subject to the Award grant vesting on the first anniversary of the grant date and the remaining shares vesting equally over the next two years on a quarterly basis, subject to you continuing to serve as a Board member on each vesting date. The vesting of the Award will accelerate upon a Change in Control (as defined in the 2012 Plan).
In addition to the Award, you will be eligible to receive annual restricted stock unit equity awards with a value of $300,000 (plus any fees for committee service) on the date of each annual meeting of stockholders (commencing with the December 2022 meeting) in accordance with our non-employee director compensation policy, subject to your continuing service on the Board. Each annual restricted stock unit equity award is expected to vest over one year on a quarterly basis and will accelerate upon a Change in Control (as defined in the 2012 Plan).
The payment of compensation to Board members is subject to many restrictions under applicable law, and as such, you should be aware that the compensation set forth above is subject to such future changes and modifications as the Board or its committees may deem necessary or appropriate. In addition, please note that unless otherwise approved by our Board or required under applicable law, directors of our subsidiaries shall not be entitled to any compensation. You shall be entitled to reimbursement for reasonable expenses incurred by you in connection with your service to the Company and attendance of Board and committee meetings in accordance with the Company’s established policies.
3000 TANNERY WAY | SANTA CLARA, CA 95054 | MAIN: 408.753.4000 | PALOALTONETWORKS.COM
Please note that nothing in this letter or any agreement granting you equity should be construed to interfere with or otherwise restrict in any way the rights of the Company, its Board or stockholders from removing you from the Board or any committee in accordance with the provisions of applicable law. Furthermore, except as otherwise provided to other non-employee Board members or required by law, the Company does not intend to afford you any rights as an employee, including without limitation, the right to further employment or any other benefits.
We hope that you find the foregoing terms acceptable. You may indicate your agreement with these terms by signing and dating both the enclosed duplicate and original letter and returning them to me. By signing this letter you also represent that the execution and delivery of this agreement and the fulfillment of the terms hereof will not require the consent of another person, constitute a default under or conflict with any agreement or other instrument to which you are bound or a party.
On behalf of the Company it gives us great pleasure to welcome you as a member of our Board. We anticipate your leadership and experience shall make a key contribution to our success at this critical time in our growth and development.
Yours very truly,
| /s/ Nikesh Arora |
Nikesh Arora
Chief Executive Officer
Palo Alto Networks, Inc.
Acknowledged and agreed to
May 13, 2021
| /s/ Aparna Bawa |
| Aparna Bawa |
3000 TANNERY WAY | SANTA CLARA, CA 95054 | MAIN: 408.753.4000 | PALOALTONETWORKS.COM
Exhibit 99.1
Palo Alto Networks Appoints Aparna Bawa to Its Board of Directors
SANTA CLARA, Calif., May 14, 2021 – Palo Alto Networks (NYSE: PANW), the global cybersecurity leader, today announced the appointment of Aparna Bawa to the company’s board of directors.
“Aparna is a proven leader who has helped technology companies rapidly scale, and I’m pleased to welcome her to our board,” said Nikesh Arora, chairman and CEO of Palo Alto Networks. “She embodies our commitment to an experienced, creative and diverse leadership team. Along with other distinctive and diverse voices on our board, her unique perspectives will help us achieve our goal of being the largest, most comprehensive, integrated and innovative cybersecurity company in the world.”
Ms. Bawa brings deep operational, financial and legal expertise, having served in diverse roles at growing technology companies. She is currently the chief operating officer and interim chief legal officer of Zoom, responsible for oversight of the people experience, government relations, security, privacy, compliance, trust and safety, and legal functions. Ms. Bawa has also served as Zoom’s chief legal officer, general counsel and secretary. Prior to Zoom, Ms. Bawa served as senior vice president and general counsel of Magento Inc., an e-commerce platform company, until its acquisition by Adobe Inc., and vice president, general counsel and secretary of Nimble Storage, Inc., which was acquired by Hewlett Packard Enterprise. She also led the legal and corporate development functions for Inphi Corp.
Early in her career, Ms. Bawa was an investment banker at Lehman Brothers and Deutsche Bank, where she executed multiple equity and debt financing transactions for technology clients. She also practiced law as a corporate and securities attorney for Wilson Sonsini Goodrich & Rosati. Ms. Bawa holds a B.Sc. in accounting from Marquette University and a J.D. from Harvard Law School.
ABOUT PALO ALTO NETWORKS
Palo Alto Networks, the global cybersecurity leader, is shaping the cloud-centric future with technology that is transforming the way people and organizations operate. Our mission is to be the cybersecurity partner of choice, protecting our digital way of life. We help address the world’s greatest security challenges with continuous innovation that seizes the latest breakthroughs in artificial intelligence, analytics, automation, and orchestration. By delivering an integrated platform and empowering a growing ecosystem of partners, we are at the forefront of protecting tens of thousands of organizations across clouds, networks, and mobile devices. Our vision is a world where each day is safer and more secure than the one before. For more information, visit www.paloaltonetworks.com.
Palo Alto Networks and the Palo Alto Networks logo are trademarks of Palo Alto Networks, Inc. in the United States and in jurisdictions throughout the world. All other trademarks, trade names, or service marks used or mentioned herein belong to their respective owners.