F5, Inc. Files 2025 Proxy Statement

Ticker: FFIV · Form: DEF 14A · Filed: Jan 27, 2025 · CIK: 1048695

F5, INC. DEF 14A Filing Summary
FieldDetail
CompanyF5, INC. (FFIV)
Form TypeDEF 14A
Filed DateJan 27, 2025
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, governance, annual-meeting

Related Tickers: FFIV

TL;DR

F5 proxy statement out for March 13 meeting. Shareholders vote on exec pay & governance.

AI Summary

F5, Inc. filed its definitive proxy statement (DEF 14A) on January 27, 2025, for its annual meeting on March 13, 2025. The filing provides information to shareholders regarding the company's governance, executive compensation, and proposals to be voted on at the meeting. F5, Inc. is headquartered at 801 5th Avenue, Seattle, WA 98104.

Why It Matters

This filing is crucial for shareholders to understand how the company is managed, how executive compensation is determined, and to exercise their voting rights on important corporate matters.

Risk Assessment

Risk Level: low — This is a routine annual filing providing information to shareholders and does not inherently indicate new risks.

Key Players & Entities

FAQ

What is the purpose of this DEF 14A filing?

The DEF 14A filing is a definitive proxy statement required by the SEC, providing shareholders with information necessary to vote at the company's annual meeting.

When was this proxy statement filed?

This definitive proxy statement was filed on January 27, 2025.

What is the date of the meeting for which this proxy statement is issued?

The conformed period of report, which typically aligns with the meeting date, is March 13, 2025.

What is the company's primary business address?

The company's business address is 801 5th Avenue, Seattle, WA 98104.

Has the company's name changed previously?

Yes, the company was formerly known as F5 NETWORKS, INC. and F5 LABS INC., with name changes occurring on June 25, 2019, March 8, 1999, and March 5, 1999, respectively.

Filing Stats: 4,607 words · 18 min read · ~15 pages · Grade level 13 · Accepted 2025-01-27 16:23:24

Filing Documents

Executive Compensation

Executive Compensation 40 Compensation Discussion and Analysis 40 Factors to Consider 41 Compensation Policies and Practice Linked to Shareholder Value Creation and Mitigation of Risk 41 Fiscal Year 2024 Corporate Performance 43

Executive Compensation Program Objectives and Compensation Philosophy

Executive Compensation Program Objectives and Compensation Philosophy 45 Shareholder Engagement and Annual Advisory Vote 45 Elements of Our Fiscal Year 2024 Compensation 46 How Each Element Fits into our Overall Compensation Objectives and Affects Other Elements of Compensation 46 Factors Considered by the Compensation Committee in Establishing Executive Compensation 55 Impact of Accounting and Tax Treatments of a Particular Form of Compensation 59 Employment Contracts and Double-Trigger Change-of-Control Arrangements 59 Summary Compensation Table 60 Summary Compensation Table for Fiscal Year 2024 60 Grants of Plan-Based Awards in Fiscal Year 2024 62 Outstanding Equity Awards at September 30, 2024 64 Option Exercises and Stock Vested in Fiscal Year 2024 66 Potential Payments Upon Termination or Change of Control 67 Pay Ratio 69 Report of the Audit Committee 76 Fees Paid to PricewaterhouseCoopers LLP 77 Audit Committee Pre-Approval Procedures 78 Annual Independence Determination 78

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 79 Delinquent Section 16(a) Reports 80 Proposal 1: Election of Twelve Directors 83 Proposal 2: Advisory Vote to Approve Executive Compensation 84 The Company's Strong Performance 84 Compensation and Governance Programs 84 Proposal 3: Ratification of Independent Registered Public Accounting Firm 86 Other Business 87 Shareholder Proposals for the Annual Meeting for Fiscal Year 2025 87 Information Referenced in this Proxy Statement 88 Proxy Materials Are Available on the Internet 88 Householding of Proxy Materials 89 TABLE OF CONTENTS Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. ANNUAL MEETING OF SHAREHOLDERS Time and Date March 13, 2025 at 11:00 a.m. Pacific Time Virtual Meeting Location This year is a virtual meeting at www.virtualshareholdermeeting.com/FFIV2025 Record Date January 7, 2025 Mailing Date Approximately January 27, 2025 Voting Shareholders as of the record date are entitled to vote. Each share of Company Common Stock is entitled to one vote for each director nominee and one vote for each of the proposals MEETING AGENDA Election of the 12 directors listed in this Proxy Statement and on the proxy card Advisory vote on compensation of our named executive officers Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025 Transact other business that may properly come before the meeting, or any adjournment or postponement Proposal Board Vote Recommendation Page References for More Detail VOTING MATTERS AND VOTE RECOMMENDATION 1 To elect 12 directors nominated by the Board to hold office until the Annual Meeting of Shareholders for fiscal year

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