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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 14, 2021
F5 Networks, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
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| Washington | | 000-26041 | | 91-1714307 |
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| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| 801 5th Avenue | | | |
| Seattle | , | WA | | 98104 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, no par value | FFIV | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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 June 14, 2021, the Board of Directors (the "Board") of F5 Networks, Inc. (the "Company") appointed Mr. Michael Montoya as a director. Mr. Montoya will serve as a member of the Board’s Audit and Risk Oversight Committee.
In connection with his services as a director, Mr. Montoya will be entitled to the customary compensation arrangements for the Company's non-employee directors (including entering into the Company's standard indemnification agreement for directors and officers); an annual retainer in the amount of $60,000; and an annual payment of $20,000 as a member of the Audit and Risk Oversight Committee. The Board is expected to approve a grant to Mr. Montoya to be made effective August 2, 2021 under the Company's 2014 Incentive Plan of restricted stock units having a grant date value of $250,000.
On June 17, 2021, the Company issued a press release announcing the election to the Board of Mr. Montoya. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
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| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| F5 NETWORKS, INC.
(Registrant)
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| Date: June 17, 2021 | By: | /s/ Scot F. Rogers | |
| | Scot F. Rogers | |
| | Executive Vice President and General Counsel | |