PALO ALTO NETWORKS, INC. (NYSE:PANW) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On December8, 2017, Palo Alto Networks, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 75,928,277 shares of the Company’s common stock, or approximately 82.55% 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 (the “Proxy Statement”) filed with the United States Securities and Exchange Commission on October23, 2017.
For purposes of clarity and as described in the Proxy Statement, abstentions had the same effect as a vote against for all proposals except for Proposal One – Election of Directors.
Proposal One – Election of Directors. The following nominees were elected as Class III directors to serve until the 2020 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
|
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Frank Calderoni |
59,435,184 | 1,704,471 | 14,788,622 |
|
Carl Eschenbach |
60,263,269 | 876,386 | 14,788,622 |
|
Daniel J. Warmenhoven |
59,880,861 | 1,258,794 | 14,788,622 |
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 2018 was ratified.
|
Votes For |
Votes Against |
Abstentions |
|
75,561,565 |
303,075 | 63,637 |
Proposal Three – Advisory Resolution to Approve Executive Compensation. The advisory vote on executive compensation was approved.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
57,697,599 |
3,120,419 | 321,637 | 14,788,622 |
Proposal Four – Approval of Executive Incentive Plan. The Company’s Executive Incentive Plan was approved.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
60,312,049 |
691,901 | 135,705 | 14,788,622 |
Proposal Five – Vote on a Stockholder Proposal Regarding a Diversity Report. The stockholder proposal regarding the preparation of a diversity report was not approved.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
30,143,688 |
29,071,506 | 1,924,461 | 14,788,622 |
About PALO ALTO NETWORKS, INC. (NYSE:PANW)
Palo Alto Networks, Inc. offers a next-generation security platform. The Company’s security platform consists of three elements: Next-Generation Firewall, Advanced Endpoint Protection and Threat Intelligence Cloud. Its Next-Generation Firewall delivers application, user and content visibility and control, as well as protection against network-based cyber threats integrated within the firewall through its hardware and software architecture. Its Advanced Endpoint Protection prevents cyber attacks that run malicious code or exploit software vulnerabilities on a range of fixed and virtual endpoints and servers. Its Threat Intelligence Cloud provides central intelligence capabilities, security for software as a service applications and automated delivery of preventative measures against cyber attacks. Its products and services include firewall appliances, panorama, virtual system upgrades, subscription services, support and maintenance, and professional services.