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

Hello, and welcome to the Annual Meeting of Shareholders of the F5 Networks, Inc. It is now my pleasure to turn today's meeting over to Scot Rogers, Executive Vice President, General Counsel and Corporate Secretary of F5 Networks. The floor is yours.

Thank you, and good morning. My name is Scot Rogers. I'm the Executive Vice President, 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 and Secretary of the meeting. Our Board of Directors are in attendance today, meeting remotely through the virtual meeting room. Also, our CEO and President, François Locoh-Donou is in attendance and will be available to answer questions during the Q&A portion of the meeting. I would also like to welcome [ EV Pendergrass ] and Jim Hooper from PricewaterhouseCoopers LLP, our independent auditors. I will begin the meeting with a review of the proposals to be voted on today. There will be time at the end of the meeting for some questions from the virtual meeting room. The agenda for this annual meeting and the rules of conduct for the meeting are online in the virtual meeting. To conduct an orderly meeting, we appreciate your cooperation and ask that participants abide by these rules. Notice of this annual meeting was mailed on or about January 27, 2021, to all shareholders of record as the close of business on January 6, 2021. 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 2021. Two, 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 900,000 shares. Three, to ratify the election of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year 2021. Four, to approve on an advisory basis, the compensation of our named executive officers. And five, to transact such other business that 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 88.88% of the total voting power as of January 6, 2021. Therefore, I hereby declare a quorum present. This meeting is declared properly convened and ready to transact business. 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. 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 proxy. The proxy 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 900,000 shares. For ratification of our independent registered public accounting firm, PricewaterhouseCoopers LLP and for the approval of an advisory base -- on an advisory basis of the compensation of our named executive officers. If there's anyone who has not voted, you should do so now through the virtual meeting platform as the polls will be closed shortly. [Voting]

At this time, I now declare the polls are closed. A representative of Broadridge Financial Solutions, Inc. has been appointed the inspector of election and will finalize the vote tabulation and certify the votes after adjournment of today's meeting. However, now at this time, I will report to the meeting the preliminary results of the annual meeting proposals as of this morning, prior to the opening of the meeting. There were 54,781,474 shares represented at the meeting, either in person or by proxy. This represents approximately 88.88% of the total votes of the company. For the election of directors, with the exception of Director Combes, at least 90.32% 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 900,000 shares under the F5 Networks, Inc. 2014 Incentive Plan as amended and restated was approved by approximately 81.83% of the votes. The selection of the company's independent registered public accounting firm, PricewaterhouseCoopers LLP, there was approximately 94.36% of the votes were cast in favor of the resolution. And on the resolution for the advisory vote on the compensation of the company's named executive officers was approved by approximately 87.75% of the votes cast. Based on the preliminary vote tabulation, I hereby announce that other than for Mr. Combes, the directors have been elected, the proposal to increase the number of shares of common stock issuable by an additional 900,000 shares under the F5 Networks, Inc. 2014 Incentive Plan as amended and restated was approved. The selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2021 has been ratified. And in an advisory vote, the compensation of the company's named executive officers was approved. Within 4 business days, the company will file a current report on Form 8-K with the SEC that will disclose the specific and final voting results for the matters voted on at this meeting. This concludes the business portion of our meeting. The floor is now open for questions. [Operator Instructions] As we appear to have no questions, this concludes our meeting. I now declare the meeting adjourned. Thank you all for attending.

This concludes the meeting. You may now disconnect.