F5 Networks, Inc. (NASDAQ:FFIV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 3, 2019, the Board of Directors (the “Board”) of F5 Networks, Inc. (the “Company”) appointed Mr. Nikhil Mehta and Ms. Marie Myersas directors.

In connection with his services as a director, Mr. Mehta 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 $12,500 as a member of the Nominating and Corporate Governance Committee. The Board is expected to approve a grant to Mr. Mehta to be made effective February 1, 2019 under the Company’s 2014 Incentive Plan of restricted stock units having a grant date value of $48,077 reflecting a pro-rata portion of the $250,000 annual grant value to directors.

In connection with her services as a director, Ms. Myers 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 Committee. The Board is expected to approve a grant to Ms. Myers to be made effective February 1, 2019 under the Company’s 2014 Incentive Plan of restricted stock units having a grant date value of $$48,077 reflecting a pro-rata portion of the $250,000 annual grant value to directors.

On January 3, 2019, the Board approved the adoption of the Company’s Sixth Amended and Restated Bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws expanded the maximum number of authorized directors to be set by resolution of the Board from ten (10) to no more than twelve (12). In connection with appointing Mr. Mehta and Ms. Myers to the Board, the Board set the size of the Board at twelve (12) directors.

A copy of the Amended and Restated Bylaws is filed herewith as Exhibit 3.6 and is incorporated by reference herein.

On January 9, 2019, the Company issued a press release announcing the election to the Board of Mr. Mehta and Ms. Myers. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(d)Exhibits:

Forward Looking Statements

Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as “will” and “expect,” and variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The forward-looking statements in this report include, among others, statements regarding Board matters. Forward-looking statements are not guarantees of future actions, events, results or performance, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or its management or Board, as well as others beyond the Company’s control. Such risks and uncertainties include, but are not limited to, Board changes (and related arrangements, including compensatory) and changes in strategic and other business objectives. For more information on factors that may affect future performance, events, results or actions, please review “Risk Factors” described in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the SEC, as well as other public filings with the SEC. These forward-looking statements reflect the Company’s expectations as of the date hereof, and the Company undertakes no obligation to update the information provided herein.

F5 NETWORKS INC Exhibit
EX-3.6 2 exhibit36-sixthamendmentto.htm EXHIBIT 3.6 Exhibit SIXTH AMENDED AND RESTATEDBYLAWS OFF5 NETWORKS,…
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About F5 Networks, Inc. (NASDAQ:FFIV)

F5 Networks, Inc. is a developer and provider of software defined application services. The Company is engaged in the development, marketing and sale of application delivery networking products that optimize the security, performance and availability of network applications, servers and storage systems. The Company’s geographical segments include the Americas (primarily the United States); Europe, the Middle East, and Africa (EMEA); Japan, and the Asia Pacific region (APAC). The Company’s Traffic Management Operating System (TMOS) based offerings include software products for local and global traffic management, network and application security, access management, Web acceleration and various network and application services. These products are available as modules that can run individually or as part of an integrated solution on the Company’s purpose-built BIG-IP appliances and VIPRION chassis-based hardware, or as software-only Virtual Editions.