Palo Alto Networks Files Proxy Statement Supplement

TL;DR

PANW filed a proxy supplement - shareholders need to review for upcoming meeting details.

AI Summary

Palo Alto Networks, Inc. filed a Definitive Additional Materials proxy statement supplement on December 2, 2024. This filing is related to their annual meeting and includes forward-looking statements as defined by the Private Securities Litigation Reform Act. The company is incorporated in Delaware and its fiscal year ends on July 31st.

Why It Matters

This filing provides additional information to shareholders regarding the company's upcoming meeting, which is crucial for voting on corporate matters and director elections.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing supplemental information to shareholders, not indicating any immediate financial distress or significant operational change.

Key Players & Entities

• Palo Alto Networks, Inc. (company) — Registrant
• 0001193125-24-268348 (filing_id) — Accession Number
• December 2, 2024 (date) — Filing Date
• 3000 TANNERY WAY (address) — Company Business Address
• SANTA CLARA (city) — Company Business City
• CA (state) — Company Business State
• 95054 (zip_code) — Company Business Zip Code

FAQ

Key Financial Figures

• $3.8M — EO decreased by approximately 55% from ~$3.8M in FY23 to ~$1.7M in FY24 For FY25 annu
• $1.7M — proximately 55% from ~$3.8M in FY23 to ~$1.7M in FY24 For FY25 annual cash incentive
• $1.0M — Target % Performance Based FY24 Target $1.0M $1.0M $40.0M (100% PSUs) $42.0M 97.6% *
• $40.0M — rformance Based FY24 Target $1.0M $1.0M $40.0M (100% PSUs) $42.0M 97.6% * Mr. Arora fo
• $42.0M — 4 Target $1.0M $1.0M $40.0M (100% PSUs) $42.0M 97.6% * Mr. Arora forwent a portion of
• $38.0M — vs. Peers 91st FY23 Target $1.0M $1.0M $38.0M (100% PSUs) $40.0M 97.5% 92nd Financial
• $6.5M — te target pay for other NEOs decreased ~$6.5M in FY24 with an average of 94.2% perfor
• $3.80 million — fits decreased approximately 56%, from ~$3.80 million in FY23 to ~$1.69M in FY24 We annually
• $1.69M — ly 56%, from ~$3.80 million in FY23 to ~$1.69M in FY24 We annually review the reasonab
• $15 billion — toward our long-term financial goal of $15 billion in NGS ARR by 2030 Â Meaningfully

Filing Documents

• d872858ddefa14a.htm (DEFA14A) — 32KB
• g872858page014.jpg (GRAPHIC) — 111KB
• g872858page015.jpg (GRAPHIC) — 243KB
• g872858page016.jpg (GRAPHIC) — 165KB
• g872858page017.jpg (GRAPHIC) — 174KB
• g872858page018.jpg (GRAPHIC) — 227KB
• g872858page019.jpg (GRAPHIC) — 193KB
• g872858page020.jpg (GRAPHIC) — 237KB
• g872858page021.jpg (GRAPHIC) — 187KB
• g872858page022.jpg (GRAPHIC) — 210KB
• g872858page023.jpg (GRAPHIC) — 199KB
• g872858page024.jpg (GRAPHIC) — 190KB
• g872858page025.jpg (GRAPHIC) — 224KB
• g872858page026.jpg (GRAPHIC) — 166KB
• 0001193125-24-268348.txt ( ) — 3495KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-2 PALO ALTO NETWORKS, INC. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 © 2024 Palo Alto Networks, Inc. All rights reserved. Proxy Statement Supplement December 2, 2024 © 2024 Palo Alto Networks, Inc. All rights reserved. This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our future prospects, social, environmental and sustainability plans and goals, and executive compensation plans, made in this document are forward-looking. We use words such as anticipates, believes, continue, estimate, expects, future, intends, may, plan, and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect managements current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. There are a significant number of factors that could cause actual results to differ materially from forward-looking statements made or implied in this presentation, including: developments and changes in general market, political, economic, and business conditions; failure of our platformization product offerings; failure to achieve the expected benefits of our strategic partnerships and acquisitions; changes in the fair value of our contingence consideration liability associated with such partnerships and acquisitions; risks associated with managing our growth; risks associated with new product, subscription and support offerings, including our product offerings that leverage AI; shifts in priorities or delays in the development or release of new product or subscription or other offerings, or the failure to timely develop and achieve market acceptance of new products and subscriptions as well as existing product, subscription and support offerings; failure of our business strategies, rapidly evolving technological developments in the market for security products, subscriptions and support offerings; defects, errors, or vulnerabilities in our products, subscriptions, or support offerings; our customers purchasing decisions and the length of sales cycles; our competition; our ability to attract and retain new customers; our ability to acquire and integrate other companies, products, or technologies in a successful manner; our debt repayment obligations; and our share repurchase program, which may not be fully consummated or enhance shareholder value, and any share repurchases which could affect the price of our common stock. Additional risks and uncertainties on these and other factors that could affect our financial results and the forward-looking statements we make in this presentation are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on September 6, 2024, which is available on our website at investors.paloaltonetworks.com and on the SECs website at www.sec.gov. Additional information will also be set forth in other documents that we file with or furnish to the SEC from time to time. All forward-looking statements in this presentation are based on our beliefs and information available to management as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made. Forward Looking Statements © 2024 Palo Alto Networks, Inc. All rights reserved. Supplemental Disclosure to Assist Shareholders Palo Alto Networks Board of Directors reaffirms its recommendations This document provides additional information for Palo Alto Networks shareholders to consider when determining how to vote with respect to: Proposal 1 (Election of Directors) Proposal 4 (Advisory Vote on Compensation of our Named Executive Officers) Since Palo Alto Networks filed its 2024 Proxy Statement, ISS and Glass Lewis have issued formulaic advice on how shareholders may assess these proposa

View Full Filing

View this DEFA14A filing on SEC EDGAR