Cloudflare, Inc. Files Definitive Proxy Statement

TL;DR

<b>Cloudflare, Inc. has filed its Definitive Proxy Statement for the 2024 annual meeting.</b>

AI Summary

Cloudflare, Inc. (NET) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. Filing is a Definitive Proxy Statement (DEF 14A) for Cloudflare, Inc. The filing covers the period ending June 4, 2024. Cloudflare, Inc. is incorporated in Delaware. The company's fiscal year ends on December 31. The filing includes information related to equity awards for the fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking Cloudflare, Inc., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation, board nominations, and voting matters. It provides detailed information on equity awards, which are a significant component of executive compensation and can impact future dilution.

Risk Assessment

Risk Level: low — Cloudflare, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, containing standard disclosures about executive compensation and corporate governance, with no immediate financial or operational red flags.

Analyst Insight

Shareholders should review the executive compensation details and any proposals to vote on at the upcoming meeting.

Key Numbers

• 2023-01-01 to 2023-12-31 — Reporting Period (Fiscal year 2023 equity awards)
• 2022-01-01 to 2022-12-31 — Reporting Period (Fiscal year 2022 equity awards)
• 2021-01-01 to 2021-12-31 — Reporting Period (Fiscal year 2021 equity awards)
• 2020-01-01 to 2020-12-31 — Reporting Period (Fiscal year 2020 equity awards)

Key Players & Entities

• Cloudflare, Inc. (company) — Filer name
• DEF 14A (filing) — Form type
• 20240604 (date) — Period of report
• 20240419 (date) — Filing date
• DE (jurisdiction) — State of incorporation
• 1231 (date) — Fiscal year end
• 001-39039 (filing) — SEC file number
• 101 TOWNSEND ST. (address) — Business address

FAQ

Industry Context

Cloudflare operates in the technology sector, providing a range of services including CDN, DDoS mitigation, and cloud security.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

What Investors Should Do

1. Review the detailed breakdown of executive compensation for fiscal year 2023.
2. Examine any proposals presented for shareholder vote, such as director elections or advisory resolutions.
3. Understand the company's equity award practices and their potential impact on share count.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for annual meetings and does not represent a change from previous filings in terms of its nature.

Filing Documents

• cloud-20240418.htm (DEF 14A) — 915KB
• cloud-20240418_g1.jpg (GRAPHIC) — 45KB
• cloud-20240418_g2.jpg (GRAPHIC) — 52KB
• cloud-20240418_g3.jpg (GRAPHIC) — 42KB
• cloud-20240418_g4.jpg (GRAPHIC) — 192KB
• cloud-20240418_g5.jpg (GRAPHIC) — 329KB
• cloud-20240418_g6.jpg (GRAPHIC) — 56KB
• cloud-20240418_g7.jpg (GRAPHIC) — 297KB
• cloud-20240418_g8.jpg (GRAPHIC) — 218KB
• cloud-20240418_g9.jpg (GRAPHIC) — 194KB
• 0001477333-24-000036.txt (&nbsp;) — 5056KB
• cloud-20240418.xsd (EX-101.SCH) — 5KB
• cloud-20240418_lab.xml (EX-101.LAB) — 11KB
• cloud-20240418_pre.xml (EX-101.PRE) — 6KB
• cloud-20240418_htm.xml (XML) — 165KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Compensation Discussion and Analysis 27 Report of the Compensation Committee of the Board of Directors 42 Compensation Risk Assessment 43 2023 Summary Compensation Table 44 Grants of Plan Based Awards in 2023 45 Outstanding Equity Awards at 2023 Year-End 46 Option Exercises and Stock Vested in 2023 48 Potential Payments upon Termination or Change in Control 49 CEO Pay Ratio 51 Pay Versus Performance 51 EQUITY COMPENSATION PLAN INFORMATION 59

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 63 OTHER MATTERS 65 Table of Contents Cloudflare, Inc. 101 Townsend Street San Francisco, California 94107 PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AT 8:30 AM PACIFIC TIME ON TUESDAY, JUNE 4, 2024 GENERAL INFORMATION Our Board of Directors solicits your proxy on our behalf for the 2024 Annual Meeting of Stockholders, including any adjournments, continuations, or postponements thereof (the Annual Meeting), for the purposes set forth in this proxy statement for our Annual Meeting (this Proxy Statement) and the accompanying Notice of Annual Meeting. The Annual Meeting will be held via a live audio webcast on the Internet on Tuesday, June 4, 2024 at 8:30 a.m. Pacific Time. The Notice of Internet Availability of Proxy Materials (the Notice) containing instructions on how to access this Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Annual Report) is first being mailed on or about April 19, 2024 to all stockholders entitled to vote at the Annual Meeting. If you held shares of our Class A common stock or Class B common stock at the close of business on April 10, 2024, you are invited to virtually attend the meeting at www.virtualshareholdermeeting.com/NET2024 and vote on the proposals described in this Proxy Statement. In this Proxy Statement, the terms "Cloudflare," "the company," "we," "us," and "our" refer to Cloudflare, Inc. and its subsidiaries. The mailing address of our principal executive offices is 101 Townsend Street, San Francisco, California 94107. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is no

View Full Filing

View this DEF 14A filing on SEC EDGAR