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 7, 2022
(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 7, 2022, the Board of Directors (the “Board”) of F5, Inc. (the “Company”) appointed Ms. Marianne Budnik as a director. Ms. Budnik will serve as a member of the Board’s Audit and Risk Oversight Committee.
In connection with her services as a director, Ms. Budnik 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 and Risk Oversight Committee. The Board is expected to approve a grant to Ms. Budnik to be made effective November 1, 2022 under the F5, Inc. Incentive Plan of restricted stock units having a grant date value of $105,082 reflecting a pro-rata portion of the $250,000 annual grant value to directors.
On October 11, 2022, the Company issued a press release announcing the election to the Board of Ms. Budnik. 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 11, 2022||By:||/s/ Scot F. Rogers|
|Scot F. Rogers|
|Executive Vice President and General Counsel|
|For more information contact:|
F5 Adds Marianne Budnik to Board of Directors
SEATTLE – October 11, 2022 – F5, Inc., (NASDAQ:FFIV) today announced the appointment of Marianne Budnik to its board of directors. Budnik joins F5’s board effective immediately. She is an accomplished leader, with extensive marketing and cybersecurity expertise, as well as more than 25 years’ operating experience in the technology sector.
“Marianne’s leadership in high-growth cybersecurity, networking and application management organizations of scale will add valuable expertise and perspective to our board,” said Alan Higginson, chairperson, F5 Board of Directors. “Her experience with category definition and positioning, brand stewardship, go-to-market strategy, and revenue operations make her a strong addition as we continue to expand F5’s cloud-oriented security portfolio and leadership.”
Budnik currently serves as Chief Marketing Officer for Talon Cyber Security. Previously she served as Chief Marketing Officer for CrowdStrike, where she also oversaw the company’s diversity, equity, and inclusion programs. Ms. Budnik’s prior roles include Chief Marketing Officer for CyberArk, a leader in Privileged Access Management and Identity Security solutions, as well as leadership roles with SimpliVity, Acme Packet, CA Technologies, and EMC Corporation.
Budnik earned an M.B.A. from Boston University and a bachelor’s degree from Babson College and currently serves on the board of directors for publicly traded Cerence, Inc.
F5’s board is committed to adding strong new voices. With Budnik’s appointment, F5’s board expands to twelve members, eleven of whom are independent. In addition, in the past five years, seven of the eight directors added and currently serving on the board identify as diverse, including 33% who identify as female.
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 optimize and secure every app and API anywhere, including 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 and BIG-IP are trademarks, service marks, or tradenames of F5, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.
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.