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):
February 4, 2018
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
401 Elliott Avenue West
(Address of principal executive offices)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. ¨
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 4, 2018, the Board of Directors (the “Board”) of F5 Networks, Inc. (the “Company”) accepted the resignation of Stephen M. Smith from his position as a director of the Company, including his membership on each of the Compensation Committee and the Nominating & Corporate Governance Committee, effective immediately. In connection with such resignation, Mr. Smith is no longer a nominee for election to the Board at the Company’s upcoming annual meeting of shareholders planned to be held on March 15, 2018 and only the nine remaining nominees for director will stand for election at such meeting. The resignation was not the result of any disagreement with the Company.
Pursuant to the recommendation of the Nominating & Corporate Governance Committee, the Board voted to reduce the size of the Board from ten to nine members, effective immediately. As a result of such reduction, there are currently no vacancies on the Board.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as “plan,” “will,” and “expect,” and variations of such words, and similar words and expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The forward-looking statements in this report include, among others, statements regarding Board nomination at the upcoming annual meeting of shareholders and Board size. Forward-looking statements are not guarantees of future actions, events, results, or performance, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or its management or Board, as well as those beyond the Company’s control, including those taken by third parties, including directors. Such risks and uncertainties include, but are not limited to, actions taken regarding the Board or its committees and changes in strategic, governance, and other business objectives. For more information on factors that may affect future performance, events, results, or actions, please review “Risk Factors” described in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the SEC, as well as other public filings with the SEC, including the most recently filed proxy statement and related materials. These forward looking statements reflect the Company’s expectations as of the date hereof, and the Company undertakes no obligation to update the information provided herein.
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.
F5 NETWORKS, INC.
Date: February 5, 2018
/s/ Scot Rogers
Executive Vice President and General Counsel