Not independent
Tenure on this board
9.3 yrs
Also a director at
Capital One Financial Corp (COF)
8 nominees · 4 ballot items.
Elect eight directors; approve the 2026 Incentive Award Plan; advisory approval of executive compensation (Say-on-Pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026; and transact other business as may properly come before the meeting.
Elect eight nominees (Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Tami Erwin, Julie M. Gonzalez, François Locoh-Donou, Maya McReynolds, Nikhil Mehta) to the Board to hold office until the next Annual Meeting.
Approve the F5, Inc. 2026 Incentive Award Plan, replacing the existing plan, authorizing an overall share reserve (3,500,000 plus shares available under the existing plan) and various equity and cash awards to employees, directors, and consultants.
The proposal seeks shareholder approval of the F5, Inc. 2026 Incentive Award Plan which would replace the existing equity plan and establish an Overall Share Limit consisting of 3,500,000 new shares plus any shares remaining available under the Company’s Existing Plan as of the Effective Date. The plan authorizes the grant of ISOs, NSOs, SARs, restricted stock and RSUs, performance-based awards, cash awards, and dividend equivalents to employees, consultants and non-employee directors, with typical governance features: limits on non-employee director awards ($1.5M per calendar year), anti-repricing without shareholder approval, no evergreen automatic increases, share recycling for forfeited awards, and clawback subject to the Company’s clawback policy. The Board and Compensation Committee determined the requested share reserve based on historical share usage and burn rates and expect the reserve to support grants for approximately two to three years under current practices. The proposal is management-sponsored and the Board recommends a vote FOR, citing the need to retain and attract talent and to align employee incentives with shareholder interests.
Nonbinding (advisory) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
Proposal 3 is a routine advisory 'say-on-pay' vote asking shareholders to approve, on a non-binding basis, the compensation of the named executive officers as disclosed in the proxy. Management presents extensive compensation disclosure showing pay-for-performance alignment: a mix of base salary, STI tied to revenue, non-GAAP operating income and inclusion metrics, and long-term equity awards tied to revenue, non-GAAP EPS, and relative TSR with a transition toward multi-year rTSR vesting schedules. The Compensation Committee engaged an independent consultant and adjusted plan features (e.g., STI 4x multiplier and vesting/measurement period changes) in response to shareholder feedback. The board recommends a FOR vote, citing strong company performance in fiscal 2025 and robust governance features including clawback policy and stock ownership guidelines.
Ratify the selection of PwC as independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 8.12% | 4,579,301 | $1.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 3,670,141 | $1.1B |
| 3 | STATE STREET CORP | 5.28% | 2,979,029 | $862M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.27% | 2,975,594 | $861M |
| 5 | BlackRock, Inc. | 5.00% | 2,822,164 | $817M |
| 6 | Jericho Capital Asset Management L.P. | 4.68% | 2,643,013 | $765M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.75% | 1,551,391 | $449M |
| 8 | FIRST TRUST ADVISORS LP | 2.62% | 1,476,987 | $427M |
| 9 | BlackRock, Inc. | 2.49% | 1,404,159 | $406M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 1.75% | 986,616 | $285M |
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