UNITED STATES
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CURRENT REPORT
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Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 14, 2021, Palo Alto Networks, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s shareholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The 2021 Equity Incentive Plan replaces the Company’s 2012 Equity Incentive Plan in its entirety. The material terms of the 2021 Equity Incentive Plan are described in “Proposal 4 – To approve the Palo Alto Networks, Inc. 2021 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 29, 2021, which description is incorporated herein by reference.
The foregoing description of the 2021 Equity Incentive Plan is qualified in its entirety by reference to the text of the amended and restated 2021 Equity Incentive Plan, which is set forth in Appendix B to the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on October 29, 2021.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, proxies representing 81,731,827 shares of the Company’s common stock, or approximately 83.38% of the total shares entitled to vote, were present in person or by proxy. The matters before the Annual Meeting were described in more detail in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on October 29, 2021.
Proposal One – Election of Directors. The following nominees were elected as Class I directors to serve until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
Nominee |
Votes For | Votes Withheld |
Broker Non-Votes | |||
John M. Donovan |
58,736,542 | 11,184,985 | 11,810,300 | |||
Rt Hon Sir John Key |
63,891,684 | 6,029,843 | 11,810,300 | |||
Mary Pat McCarthy |
68,443,055 | 1,478,472 | 11,810,300 | |||
Nir Zuk |
64,557,938 | 5,363,589 | 11,810,300 |
Proposal Two – 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 fiscal 2022 was ratified.
Votes For |
Votes Against |
Abstentions | ||
80,843,390 | 829,390 | 59,047 |
Proposal Three – Advisory Vote on Executive Compensation. The Company’s stockholders cast their votes with respect to an advisory vote on executive compensation as follows:
Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||
56,850,374 | 12,346,645 | 724,508 | 11,810,300 |
Proposal Four – Approval of the 2021 Palo Alto Networks, Inc. Equity Incentive Plan. The Company’s stockholders cast their votes with respect to the approval of the 2021 Palo Alto Networks, Inc. Equity Incentive Plan as follows:
Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||
59,402,186 | 9,799,423 | 719,918 | 11,810,300 |
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: December 15, 2021