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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):
October 10, 2024
F5, 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 October 10, 2024, the Board of Directors (the “Board”) of F5, Inc. (the “Company”) appointed Mses. Julie Gonzalez and Maya McReynolds as directors. Mses. Gonzalez and McReynolds will serve as members of the Board’s Audit Committee.
In connection with their services as directors, Mses. Gonzalez and McReynolds 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 Mses. Gonzalez and McReynolds to be made effective November 1, 2024 under the F5, Inc. Incentive Plan of restricted stock units based on a prior average stock price value of $105,770 reflecting a pro-rata portion of the $250,000 annual grant value to directors.
On October 15, 2024, the Company issued a press release announcing the election to the Board of Mses. Gonzalez and McReynolds. 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, INC. (Registrant) | |
Date: October 15, 2024 | By: | /s/ Scot F. Rogers | |
| | Scot F. Rogers | |
| | Executive Vice President and General Counsel | |
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Contacts | | | |
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Media | | Investors | | |
Rob Gruening | | Suzanne DuLong | | |
(206) 272-6208 | | (206) 272-7049 | | |
r.gruening@f5.com | | s.dulong@f5.com | | |
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F5 Adds Maya McReynolds and Julie Gonzalez to its Board of Directors
SEATTLE, WA - October 15, 2024 - F5, Inc. (NASDAQ: FFIV) today announced the appointment of two new members to its board of directors: Maya McReynolds, 53, and Julie Gonzalez, 43. Both joined F5’s board effective October 10, 2024 and will serve on the Audit Committee.
Ms. McReynolds currently serves as Chief Financial Officer, Client Solutions Group at Dell Technologies, Inc. where she is responsible for leading financial strategy for the more than $50 billion business. She is a seasoned finance and accounting executive with experience in global audit, treasury, and financial planning and analysis with extensive background in SEC reporting, and policy development. She brings more than 25 years of experience in accounting and finance, driving financial strategy, and managing large corporate transactions and business transformations while leading large global teams.
Ms. Gonzalez is currently Senior Vice President, Business Finance at Workday, Inc. where she leads the team responsible for forecasting and planning Workday’s quarterly, annual, and long-term financial performance and for providing performance insights across the organization. She is an experienced finance executive with expertise in strategic and financial planning and analysis for large complex software organizations. She is a proven leader with more than 15 years’ experience and a track record of driving financial success, implementing strategic initiatives, and fostering cross-functional collaboration.
“Maya and Julie bring a collective wealth of financial expertise and operational experience to the F5 board,” said Alan Higginson, chairperson of the F5, Inc. Board of Directors. “Their respective first-hand experiences managing world-class, large-scale SaaS businesses and driving successful business transformations will be invaluable assets to our Board. As F5 embarks on its next phase of growth, extending our software and SaaS capabilities, their individual insights and strategic vision will play a pivotal role in guiding F5’s continued success.”
With these two appointments, F5’s board expands to 12 members, 11 of whom are independent. F5’s diverse board includes five directors who identify as female and four directors who identify as racially or ethnically diverse, with one identifying as African American or Black, one identifying as Asian, and two identifying as Hispanic or Latino(a). For additional information about F5’s Board of Directors and governance, please visit F5.com.
Maya McReynolds Background
Ms. McReynolds currently serves as Chief Financial Officer, Client Solutions Group at Dell Technologies, Inc. where she has held positions of progressive responsibility during her more than 22-year tenure. Ms. McReynolds most recently served as Chief Accounting Officer and Senior Vice President, Finance. Her prior experience includes roles at Minute Maid Juices and KPMG. Ms. McReynolds is a Certified Public Accountant and earned a Bachelor of Science degree in Finance and Accounting from Tulane University, A.B. Freeman School of Business.
Julie Gonzalez Background
Prior to her current role as Senior Vice President, Business Finance at Workday, Inc., Ms. Gonzalez held roles of progressing responsibility at VMware, Inc. most recently serving as Senior Vice President, Corporate/Business Operation Finance and Investor Relations. Her prior experience includes roles at Maxim Integrated and AT&T. Ms. Gonzalez earned a Bachelor of Science degree in Electrical Engineering from Stanford University and a Master in Business Administration degree from Santa Clara University.
About F5
F5 is a multicloud application security and delivery company committed to bringing a better digital world to life. F5 partners with the world’s largest, most advanced organizations to secure every app—on premises, in the cloud, or at the edge. F5 enables businesses to continuously stay ahead of threats while delivering exceptional, secure digital experiences for their customers. For more information, go to f5.com. (NASDAQ: FFIV)
You can also follow @F5 on X or visit us on LinkedIn and Facebook for more information about F5, its partners, and technologies.
F5 is a trademark, service mark, or tradename of F5, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.
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SOURCE: F5, Inc.