Cloudflare Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Michelle Zatlyn, Scott Sandell, and Karim Lakhani as Class I directors to serve until the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

   More detail

   Proposal asks stockholders to ratify the Board’s selection of KPMG LLP as independent auditors for fiscal 2026; management seeks ratification as a governance best practice though the audit committee may change auditors regardless of vote; recommended “FOR” by the Board due to KPMG’s tenure since 2014, experience auditing the company, pre-approval of services by the audit committee, and oversight of auditor independence and fees disclosed; this is a routine, widely-supported matter intended to provide shareholder input rather than constrain the audit committee’s discretion.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

   More detail

   The advisory Say-on-Pay requests shareholder approval of the company’s disclosed named executive officer compensation, allowing investors to express views on compensation practices. Management seeks endorsement to validate its pay-for-performance approach and equity-heavy compensation mix, which emphasizes RSUs and PSUs to align executive incentives with long-term stock performance. The Board recommends “FOR” because it believes the compensation program attracts and retains executives, links pay to performance, and reflects investor sentiment (prior year Say-on-Pay support was high). The vote is non-binding but will inform Compensation Committee decisions.

4. 4

   Approval and Adoption of an Amendment and Restatement of the Certificate of Incorporation

   ManagementBoard: FOR

   Approve adoption of a new amended and restated certificate of incorporation comprising Proposals 4A–4F that authorize Class C non-voting common stock, increase authorized shares, implement a Class C split, designate Series FF preferred stock and related governance changes including approval thresholds and independent director protections.

   More detail

   Proposal Four asks stockholders to approve a comprehensive amendment and restatement of the company’s certificate of incorporation to authorize a new non-voting Class C common stock and to implement a Class C Split that would reconstitute each existing share of Class A and Class B common stock into one share of their respective class plus one share of newly created Class C stock; to authorize Series FF preferred stock and permit a Preferred Exchange converting substantially all Co-Founders’ Class B shares into Series FF preferred and Class A shares (while converting remaining Class B into Class A); to expand authorized share counts; and to add governance changes (including requiring a majority of independent directors and approval thresholds for significant issuances of Class C stock used for acquisitions). The Special Committee comprised of independent directors negotiated the structure and secured governance concessions from the Co-Founders (service-based continuing engagement conditions, a capital-at-risk requirement, independent director approvals for certain Class C issuance >$100M, and equal-treatment protections in corporate transactions) that management and the Board argue align the Co-Founders’ incentives with stockholders while preserving founder-led control. The Board recommends FOR; the proposal is cross-conditioned so all sub-proposals (4A–4F) must pass together to effect the New Certificate. The proposal raises significant governance and investor-protection considerations: it preserves concentrated voting control while creating a large non-voting class that could be used for employee awards and acquisitions; it ties founder retained voting control to service and ownership thresholds and grants independent directors discretion to cause redemption of the preferred stock in certain events; it exposes the company to litigation risk (complaints already filed) and creates market and liquidity uncertainty for newly created Class C shares. The changes are transaction- and governance- complex and will materially restructure capital and control dynamics; proxy advisors, large institutional holders and markets will weigh the enhanced governance protections against the dilution and entrenchment risks created by the new structure.

5. 5

   Amendment and Restatement of 2019 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of the 2019 Equity Incentive Plan to reflect Class C Split, combine share reserves for Class A and Class C, remove fixed cap on annual evergreen increases and add a limit on shares issuable as incentive stock options.

   More detail

   Proposal Five seeks stockholder approval for an amendment and restatement of the company’s 2019 equity incentive plan to reflect the new capital structure created by the Class C Split. The key changes are: (1) consolidating post-split share pools so the administrator can award either Class A or Class C shares from a single reserve, providing flexibility to manage equity grants and M&A currency after the split; (2) removing the prior fixed cap on the annual evergreen replenishment and converting the annual automatic increase to the lesser of 5% of outstanding common stock or a lesser number set by the committee, beginning fiscal 2027, to preserve program scalability post-split; (3) adding an explicit maximum for shares that may be issued as incentive stock options (ISO limit) to ensure future ISO grants are possible after the cap removal; and (4) conforming governance, adjustment, and administrative provisions to the new dual-class/ nonvoting structure. The Board recommends FOR to ensure an operationally workable plan post-split, to retain compensation competitiveness and to allow the company to continue equity-based hiring and retention. Notable contextual governance considerations include the interaction with the proposed Class C issuance (Proposal Four), potential dilution to economic holders of Class A shares, and the difficulty of setting an appropriate reserve in light of expected future uses of nonvoting equity in compensation and M&A; the amended plan is conditioned on approval of Proposal Four. The proposal is technical but functionally important to enable continued equity compensation post-reorganization.

6. 6

   Amendment and Restatement of Employee Stock Purchase Plan (ESPP

   ManagementBoard: FOR

   Approve amendment and restatement of the ESPP to reflect the Class C Split and permit a single share reserve to be used for purchases of Class A and/or Class C shares, adjust per-purchase-period purchase limit to 3,000 shares (3,000 combined post-split), and make related conforming changes.

   More detail

   Proposal Six asks shareholders to approve an amended ESPP reflecting the Class C Split and making the ESPP operable post-split by consolidating the share reserve so the administrator can allocate purchase rights for Class A or Class C shares from a single pool. It also alters the per-purchase period limit to 3,000 shares (combined for Class A/C post-split), conforms adjustment mechanics and purchase-period rules to the new capital structure, and generally enables continued U.S. tax-qualified and non-qualified offerings to employees. The Board supports the changes to maintain broad employee ownership, retention, and hiring effectiveness. This amendment depends on adoption of Proposal Four and will not be implemented otherwise. The investor considerations include potential share dilution, ESPP usage post-split, and whether employees will value non-voting Class C shares compared to voting Class A; the amendment is operationally focused to preserve the ESPP’s utility after the capital reclassification.

7. 7

   Approval of One or More Adjournments of the Annual Meeting

   ManagementBoard: FOR

   Approve one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies to approve the proposals.

   More detail

   Proposal Seven requests stockholder approval to permit the Company to adjourn the Annual Meeting, if necessary, to solicit additional proxies, including from holders who previously voted against proposals, to achieve approval of the Company’s proposals. This is a defensive, routine procedural request to allow the Board flexibility to seek additional support and, if necessary, to postpone votes to obtain approvals. The Board recommends “FOR.” The practical effect, if approved, could allow management to buy time to solicit additional votes in favor and potentially avoid an immediate vote that would have otherwise resulted in defeat; approving adjournments is a common corporate practice but can be seen by some investors as seeking to influence outcomes post-solicitation. The recommendation is pragmatic: it preserves the Board’s ability to secure sufficient approval levels on critical, complex proposals such as Proposal Four and the plan amendments.

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When is the Cloudflare Inc 2026 annual meeting?

Cloudflare Inc (NET) holds its 2026 annual shareholder meeting on Tuesday, June 30, 2026.

What is the record date for the Cloudflare Inc 2026 meeting?

The record date for the Cloudflare Inc 2026 meeting is Friday, June 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cloudflare Inc's 2026 meeting?

The board is presenting 3 director nominees at the Cloudflare Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cloudflare Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Cloudflare Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.