Cloudflare Elects New Directors, Adjusts Officer Compensation

Ticker: NET · Form: 8-K · Filed: 2024-03-01T00:00:00.000Z

Sentiment: neutral

Topics: board-changes, executive-compensation, governance

Related Tickers: NET

TL;DR

Cloudflare adds 2 directors, updates exec pay – board shakeup incoming?

AI Summary

On February 29, 2024, Cloudflare, Inc. filed an 8-K to report changes in its board of directors and executive compensation. Specifically, the company announced the election of two new Class II directors, Eleanor S. D. Wong and Christopher L. Peterson, to serve until the 2026 annual meeting of stockholders. Additionally, the filing details the compensatory arrangements for certain officers, including equity awards.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can sometimes indicate underlying issues or strategic shifts that may affect the company's future performance.

Key Players & Entities

FAQ

Who were the newly elected directors for Cloudflare?

Eleanor S. D. Wong and Christopher L. Peterson were elected as new Class II directors.

What is the term for the newly elected directors?

They will serve until the 2026 annual meeting of stockholders.

What type of event is reported in this 8-K filing?

This 8-K reports on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers.

When was the earliest event reported in this filing?

The earliest event reported was on February 29, 2024.

What is Cloudflare's principal executive office address?

Cloudflare's principal executive offices are located at 101 Townsend Street, San Francisco, CA 94107.

From the Filing

0001477333-24-000022.txt : 20240301 0001477333-24-000022.hdr.sgml : 20240301 20240301162334 ACCESSION NUMBER: 0001477333-24-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20240229 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cloudflare, Inc. CENTRAL INDEX KEY: 0001477333 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 270805829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 24710225 BUSINESS ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 888.993.5273 MAIL ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: CloudFlare, Inc. DATE OF NAME CHANGE: 20091120 8-K 1 cloud-20240229.htm 8-K cloud-20240229 false 0001477333 0001477333 2024-02-29 2024-02-29 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 29, 2024 Cloudflare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39039 27-0805829 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 101 Townsend Street San Francisco , CA 94107 (Address of principal executive offices) (Zip code) ( 888 ) 993-5273 (Registrant's telephone number, including area code) Not Applicable (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.001 par value NET New York Stock Exchange 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Director On February 29, 2024, Mark Anderson, a Class III director of the Board of Directors (the “Board”) of Cloudflare, Inc. (the “Company”) and a previous member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee, notified the Company of his decision to resign from the Board, effective immediately. Mr. Anderson’s decision to resign f

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