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)
December 8, 2017
PALO ALTO NETWORKS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
|(Commission File Number)|| |
3000 Tannery Way
Santa Clara, California 95054
(Address of principal executive office, including zip code)
(Registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
|☐||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))|
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 5.07 Submission of Matters to a Vote of Security Holders.
On December 8, 2017, Palo Alto Networks, Inc. (the Company) held its 2017 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, proxies representing 75,928,277 shares of the Companys common stock, or approximately 82.55% of the total shares entitled to vote, were present in person or by proxy. The matters before the Annual Meeting were described in more detail in the Companys definitive proxy statement (the Proxy Statement) filed with the United States Securities and Exchange Commission on October 23, 2017.
For purposes of clarity and as described in the Proxy Statement, abstentions had the same effect as a vote against for all proposals except for Proposal One Election of Directors.
Proposal One Election of Directors. The following nominees were elected as Class III directors to serve until the 2020 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
Daniel J. Warmenhoven
Proposal Two Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for fiscal 2018 was ratified.
Proposal Three Advisory Resolution to Approve Executive Compensation. The advisory vote on executive compensation was approved.
Proposal Four Approval of Executive Incentive Plan. The Companys Executive Incentive Plan was approved.
Proposal Five Vote on a Stockholder Proposal Regarding a Diversity Report. The stockholder proposal regarding the preparation of a diversity report was not approved.
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.
|PALO ALTO NETWORKS, INC.|
|By:||/s/ Mark D. McLaughlin|
|Mark D. McLaughlin|
|Chief Executive Officer|
Date: December 12, 2017