F5, Inc. (FFIV) Earnings Call Transcript & Summary

Good morning. My name is Scot Rogers. I'm the Executive Vice President and General Counsel and Corporate Secretary of F5 Networks. Welcome to the Annual Meeting of the shareholders of F5 Networks. I hereby call this meeting to order. I will be serving as Chairman of the meeting as well as secretary of the meeting. Our Board of Directors are attending the meeting remotely through the virtual meeting room. I also have in the room with me here today, Frank Pelzer, our CFO; and François Locoh-Donou, our CEO and President. The agenda for this annual meeting and the rules of conduct of the meeting were distributed and are available at the reception table as well as the online in the virtual meeting. To conduct an orderly meeting, we appreciate your cooperation and ask that the participants abide by these rules. Notice of this annual meeting was mailed on or about January 24, 2020, to all shareholders of record as of the close of business on January 7, 2020. The resolutions on the agenda for today's meeting are: To elect 10 directors nominated by the Board of Directors of the company to hold office until the Annual Meeting of Shareholders for fiscal year 2020; to approve the F5 Networks, Inc. 2014 incentive plan as amended and restated to increase the number of shares of common stock issuable under the 2014 plan by an additional 800,000 shares; to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2020; to approve, on an advisory basis, the compensation of our named executive officers; and to transact such businesses may properly come before the meeting and any adjournments or postponements thereof. I can report that prior to the opening of the meeting in accordance with our bylaws, we had proxies representing approximately 83.12% of the total voting power as of January 7, 2020. Therefore, I hereby declare a quorum present. This meeting is declared properly convened and ready to transact business. If there are not any shareholder -- I'm sorry, pardon me. If there are any shareholders who are not represented by a proxy and wish to vote on matters on the agenda today, you may do so through the virtual meeting platform or if attending in person, please raise your hand to indicate and we can provide a voting card. If you have already voted by proxy, you need not vote today unless you would like to change your vote. We want to express our appreciation to all shareholders who returned their proxies. The proxies solicited by the Board of Directors will be voted for the election of the directors, for approval of the F5 Networks, Inc. 2014 incentive plan as amended and restated to increase the number of shares of common stock issuable under the 2014 plan by an additional 800,000 shares, for ratification of our independent registered public accounting firm, PWC and for approval on an advisory basis of the compensation of our named executive officers. If there is anyone who has not voted, you should do so now as the polls will be closed shortly. [Voting]

So at this time, I now declare the polls are closed. A representative of Alliance Advisors has been appointed the inspector of election and will certify the votes after adjournment of today's meeting. However, now at this time, I'll report to the meeting the results of elections as of this morning prior to the opening of the meeting. There were 50,540,192 shares represented at this meeting either in person or by proxy. This represents approximately 83.12% of the total votes of the company. For the election of the directors, at least 91.59% of votes were cast in favor of the election of each of the nominees. The proposal to increase the number of shares of common stock issuable by an additional 800,000 shares under the F5 Networks, Inc. 2014 incentive plan as amended and restated was approved by approximately 79.39% of votes, which were cast in favor of the resolution. The selection of the company's independent registered public accounting firm, PWC, approximately 93.57% of the votes were cast in favor of this resolution. And the advisory vote on the compensation of the company's named executive officers was approved by approximately 87.63% of the votes cast. Accordingly, I hereby declare the directors have been elected, the proposal to increase the number of shares of common stock issuable by an additional 800,000 shares under the F5 Networks, Inc. 2014 incentive plan as amended and restated, was approved; the selection of PricewaterhouseCoopers as the company's intended registered public accounting firm for 2020 has been ratified; and an advisory vote the compensation of the company's named executive officers was approved. This concludes the business portion of our meeting. I will now open the floor to any questions. If you wish to ask a question, we appreciate if you would identify yourself and indicate whether you're a shareholder. If you're logging through the virtual meeting, you may submit a question online. If there any questions in the virtual meeting room, please take this opportunity now to ask questions. Well, since we have no questions, this concludes our meeting. I now declare the meeting adjourned, thank you all for attending.

Thank you for attending today's presentation. The conference has now concluded. And you may now disconnect.