UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
September 29, 2023
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification No.)|
|801 5th Avenue|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code (206) 272-5555
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. ☐
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
On September 29, 2023, the Board of Directors (the “Board”) of F5, Inc. (the “Company”) appointed Mr. Michel Combes as a director. Mr. Combes will serve as a member of the Board’s Talent and Compensation Committee. Mr. Combes previously served as a director of the Company from July 2018 to March 2021.
In connection with his services as a director, Mr. Combes 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 Talent and Compensation Committee. The Board is expected to approve a grant to Mr. Combes to be made effective November 1, 2023 under the F5, Inc. Incentive Plan of restricted stock units having a grant date value of $112,534 reflecting a pro-rata portion of the $250,000 annual grant value to directors.
On October 5, 2023, the Company issued a press release announcing the election to the Board of Mr. Combes. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits|
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.
|Date: October 5, 2023||By:||/s/ Scot F. Rogers|
|Scot F. Rogers|
|Executive Vice President and General Counsel|
|For more information contact:|
|+1 (206) 272-7049|
|+1 (206) 272-6208|
F5 Adds Michel Combes to Board of Directors
SEATTLE, WA - October 5, 2023 - F5, Inc. (NASDAQ: FFIV) today announced the appointment of Michel Combes, to its board of directors. Combes, 61, is a proven leader with more than 30 years of experience in the telecommunications and technology industries. Mr. Combes joins F5’s board effective September 29, 2023. Combes previously served as a director for F5 from July 2018 to March 2021.
“We are pleased to welcome Michel back to the F5 board,” said Alan Higginson, chair of the F5, Inc. board. “His experience leading some of the world’s largest telecom operators gives him unparalleled insight into a large segment of F5’s customer base. He also brings a depth of operational experience managing large, complex organizations, technology industry expertise, and a strong global perspective to F5’s board.”
Mr. Combes currently serves as Executive Vice President at Claure Group, a global entrepreneurial and investment firm. He served previously as Chief Executive Officer and as president of SoftBank Group International, from June 2020 to June 2022, and as President and Chief Executive Officer of Sprint from January 2018 until April 2020. His prior leadership roles also include Chief Executive Officer of Altice N.V., Chief Executive Officer of Alcatel-Lucent, Chief Executive Officer of Vodafone Europe, Chairperson and Chief Executive Officer of TDF Group, and Chief Financial Officer and Senior Executive Vice President of France Telecom.
Mr. Combes currently serves as Director and Chair of the Audit Committee for Phillip Morris International, and as Director and Chair of the Nominations & Renumerations Committee for Etisalat. He is also a member of the Advisory Team of McLaren Racing Limited.
Mr. Combes is a graduate of École Polytechnique and Télécom ParisTech, with a focus in engineering.
F5’s board is committed to adding strong new voices through transformation. With Combes’ appointment, F5’s board expands to 11 members, 10 of whom are independent. F5 has a diverse board including three directors who are women, and an additional four directors that identify as racially or ethnically diverse, with one identifying as African American or Black, two identifying as Asian, and one identifying as Hispanic or Latino(a).
F5 is a multi-cloud application services and security company committed to bringing a better digital world to life. F5 partners with the world’s largest, most advanced organizations to secure and optimize every app and API anywhere—on premises, in the cloud, or at the edge. F5 enables organizations to provide exceptional, secure digital experiences for their customers and continuously stay ahead of threats. For more information, go to f5.com. (NASDAQ: FFIV)
You can also follow @F5 on Twitter 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.
Source: F5, Inc.