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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):
July 21, 2023
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 July 21, 2023, the Board of Directors (the “Board”) of F5, Inc. (the “Company”) reviewed and accepted the resignation of James Phillips from his position as a director of the Company, including his membership on each of the Talent and Compensation Committee and the Nominating and Environmental, Social and Governance (ESG) Committee, effective immediately. Mr. Phillips had tendered his resignation pursuant to the F5, Inc. Corporate Governance Guidelines due to his taking on a new employment role resulting in a material change in his professional responsibilities. The resignation was not the result of any disagreement with the Company.
Pursuant to the recommendation of the Nominating and ESG Committee, the Board voted to reduce the size of the Board from eleven to ten members, effective immediately. As a result of such reduction, there are currently no vacancies on the Board.
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)
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| Date: July 25, 2023 | By: | /s/ Scot F. Rogers | |
| | Scot F. Rogers | |
| | Executive Vice President and General Counsel | |