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):
October 31, 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 October 31, 2023, the Board of Directors (the “Board”) of F5, Inc. (the “Company”) appointed Ms. Tami Erwin as a director. Ms. Erwin will serve as a member of the Board’s Audit & Risk Oversight and Talent & Compensation Committees.
In connection with her services as a director, Ms. Erwin 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 annual payments of $20,000 as a member of the Audit & Risk Oversight Committee and $12,500 as a member of the Talent and Compensation Committee. The Board approved a grant to Ms. Erwin effective November 1, 2023 under the F5, Inc. Incentive Plan of 599 restricted stock units reflecting a pro-rata portion of the $250,000 annual grant value to directors.
On November 2, 2023, the Company issued a press release announcing the election to the Board of Ms. Erwin. 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: November 2, 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 Tami Erwin to its Board of Directors
SEATTLE, WA - November 2, 2023 - F5, Inc. (NASDAQ: FFIV) today announced the appointment of Tami Erwin, to its board of directors. Erwin, 59, is a veteran telecommunications executive with extensive operational experience. Ms. Erwin joined F5’s board effective October 31, 2023 and will serve on the Audit & Risk Oversight and the Talent & Compensation Committees.
“Tami brings significant experience scaling innovation and driving transformation across large complex organizations to the F5 board,” said Alan Higginson, chair of the F5, Inc. board. “We expect Tami’s perspective as an experienced telecommunications leader, her understanding of the challenges of international markets, and her knowledge of managing global risk will add valuable insight as we continue to evolve and grow F5.”
Ms. Erwin’s experience stems from her 35-year career at Verizon Communications, Inc. where she most recently served as Executive Vice President and CEO of Verizon Business, a position she held from 2019 to 2022. Previously, she served as Executive Vice President and Chief Operating Officer from 2016 to 2019. Ms. Erwin began her career at Verizon in 1987 in customer service at what was then U.S. West. Her extensive career includes a progressive track record in leadership roles in all parts of Verizon including leading global sales and service for the company’s core businesses and serving as Chief Marketing Officer of Verizon Wireless.
Ms. Erwin played a key role in elevating Verizon’s reputation as a socially responsible company. She launched Women of Wireless and Women of the World, leadership training programs which helped expand female leadership across the company. She also served as the executive sponsor of Verizon’s Veterans employee resource group, which provides programs and resources to more than 10,0000 veterans, active Reservists, National Guard, and military families.
Ms. Erwin currently serves as a Director for John Deere and York Space Systems. She also is a member of the advisory council of Aptiv, an operating partner with Digital Gravity Infrastructure, a member of the CEO Advisory Council for Cohesity, a Senior Fellow of Mission Possible Partnership, and a Champion in JOURNEY, a nonprofit that works to advance diversity at the top of the private sector.
During her time at Verizon, Ms. Erwin completed the Executive Program at the Stanford Graduate School of Business.
With Erwin’s appointment, F5’s board expands to 12 members, 11 of whom are independent. F5’s diverse board includes four 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.