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. |
On December 10, 2024, Palo Alto Networks, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan by 3,000,000 shares (before giving effect to the Stock Split described in Item 5.03 below). Pursuant to the terms of the 2021 Plan, the number of shares reserved for issuance under the 2021 Plan was adjusted on December 12, 2024 to give effect to the Stock Split described in Item 5.03 below.
The foregoing description of the 2021 Plan is qualified in its entirety by reference to the full text of the amended and restated 2021 Plan, filed as Exhibit 10.1 hereto.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 20, 2024, the Company announced that its Board of Directors had approved a two-for-one stock split (the “Stock Split”) of its outstanding shares of common stock to be effected through an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”). The Company filed the Amendment with the Secretary of State of the State of Delaware to effect the Stock Split and proportionately increase the number of shares of the Company’s authorized common stock from 1.0 billion to 2.0 billion. The Amendment, which became effective at 4:01 p.m. Eastern Standard Time on December 12, 2024, is filed as Exhibit 3.1 hereto.
As a result of the Stock Split, each stockholder of record as of the close of trading on December 12, 2024 (the “Record Date”) will receive, after the close of trading on December 13, 2024, one additional share of common stock for each share held on the Record Date. Trading is expected to commence on a split-adjusted basis at market open on December 16, 2024.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of the Company was held on December 10, 2024. At the Annual Meeting, the Company’s shareholders voted on the following six proposals and cast their votes as described below.
1. The following individuals were elected at the Annual Meeting to serve as Class I directors of the Company until the Company’s 2027 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:
| Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Right Honorable Sir John Key |
197,090,836 | 32,809,191 | 557,415 | 46,562,793 | ||||
| Mary Pat McCarthy | 223,277,765 | 6,814,117 | 365,560 | 46,562,793 | ||||
| Nir Zuk | 213,668,916 | 16,463,261 | 325,265 | 46,562,793 |
2. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2025.
| Votes For |
Votes Against |
Abstentions | ||
| 271,718,354 | 4,925,217 | 376,664 |
3. A majority of shareholders voted for one year in an advisory vote on the frequency of advisory votes on named executive officer compensation. Based on this result, and, consistent with the recommendation of the Company’s board of directors, the Company has determined that future advisory votes to approve the compensation of the Company’s named executive officers will take place every year until the next advisory vote on the frequency of such votes.
| One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
| 226,991,309 | 549,124 | 2,501,672 | 415,337 | 46,562,793 |
4. An advisory resolution to approve named executive officer compensation was approved.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 116,025,828 | 112,096,969 | 2,334,645 | 46,562,793 |
5. An amendment to the 2021 Plan to increase the number of shares reserved for future issuance under the 2021 Plan was approved.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 209,507,517 | 18,860,563 | 2,089,362 | 46,562,793 |
6. A shareholder proposal regarding a report on climate risks to retirement plan beneficiaries was not approved.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 27,672,696 | 199,261,811 | 3,522,935 | 46,562,793 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 3.1 | Amendment to Restated Certificate of Incorporation of Palo Alto Networks, Inc. | |
| 10.1 | Amended and Restated 2021 Equity Incentive Plan | |
| 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/ Bruce Byrd | |
| Bruce Byrd | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: December 12, 2024