Palo Alto Networks Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Nikesh Arora, Aparna Bawa, Carl Eschenbach, and Lorraine Twohill as Class III directors to serve until the 2029 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2027.

3. 3

   Advisory Vote on the Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of Palo Alto Networks’ named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Palo Alto Networks’ named executive officers as described in the proxy statement. The vote covers the overall compensation program, philosophy, policies, practices, compensation discussion and analysis, and related tables rather than any single executive or pay element. Management is seeking approval as part of the annual Say-on-Pay process required under the company’s governance framework. The company emphasizes that its program is heavily weighted toward performance-based and at-risk compensation, including performance-based equity awards and incentive compensation tied to financial and strategic measures. For fiscal 2026, the company reports that 98% of the CEO’s compensation and approximately 96% of the average compensation of other current executive officers was performance-based and at risk. The company also highlights shareholder-responsive changes, including a higher relative TSR threshold, more demanding NGS ARR targets, exclusion of certain large acquisition contributions from performance measures, and a reduced maximum PSU payout for fiscal 2027. The proposal is advisory and therefore would not bind the Board or Compensation and People Committee, but the company states that the vote will inform future compensation decisions and shareholder engagement. The Board recommends voting FOR because it believes the program appropriately aligns executive incentives with long-term shareholder value and supports attraction, motivation, and retention of critical cybersecurity and technology talent.

4. 4

   Amendment to the 2021 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to increase the shares of common stock reserved for issuance under the 2021 Equity Incentive Plan by 15,000,000 shares, with no other proposed changes.

   More detail

   Proposal 4 asks shareholders to approve an amendment adding 15,000,000 shares to the reserve under Palo Alto Networks’ 2021 Equity Incentive Plan. The amendment would not make other changes to the plan. Management states that equity awards are central to recruiting and retaining the specialized workforce needed to compete in cybersecurity and AI technology markets. The company expects the additional shares to support approximately one to two years of grants, depending on stock price, hiring, acquisition activity, and other factors. As of October 9, 2026, 26,029,643 shares remained available under the plan, while the proposed increase would represent approximately 1.8% of the company’s outstanding shares. The company highlights its efforts to manage dilution and reduce stock-based compensation expense as a percentage of revenue, including a reported fiscal 2026 net burn rate of 1.0%. The plan includes governance protections such as no repricing without shareholder approval, no automatic single-trigger vesting for employees and consultants upon a change in control, no tax gross-ups, clawback provisions, and no dividends on unvested awards. The Board recommends voting FOR because it believes the share request is reasonable, disciplined, and necessary to maintain competitive equity compensation and support long-term business performance.

5. 5

   Advisory Vote on Annual Voting Policy for Directors

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, an annual policy—except during contested elections—to vote on the continued service of every director not otherwise up for election, with an expected resignation mechanism for directors failing to receive majority support.

   More detail

   Proposal 5 asks shareholders to approve an advisory Annual Voting Policy that would give shareholders a non-binding vote each year on the continued service of every director who is not otherwise standing for election. The policy would generally not apply during a contested director election. A director who failed to receive a majority of votes cast would be expected to tender a resignation, although the resignation would become effective only if accepted by the Board. The Governance and Nominating Committee would review any resignation and recommend action, and the Board would be required to act within 90 days and publicly disclose its decision. The policy responds to the 93% support received in 2025 for a shareholder proposal seeking annual elections of all directors. Management argues that shareholder engagement showed strong demand for annual accountability but not for the ability to replace the entire Board at one meeting. The company therefore presents the policy as a compromise that preserves the classified board while creating an annual feedback mechanism for every director. The Board also emphasizes that stability is particularly valuable during rapid AI-driven industry change and following transformative acquisitions, including CyberArk. The policy would begin at the 2027 annual meeting if approved, and the Board recommends voting FOR.

6. 6

   Shareholder Proposal — Study of Broad-Based Employee Ownership Transaction

   Shareholder — James McRitchieBoard: AGAINST

   Request that the Board prepare a public report evaluating the feasibility, costs, and benefits of a potential transaction through which a broad-based employee ownership vehicle would acquire ownership or equity interests in Palo Alto Networks or a substantial business unit.

   More detail

   Proposal 6 asks the Board to prepare and publicly release a report evaluating the feasibility, costs, and benefits of a potential extraordinary transaction that would give a broad-based employee ownership vehicle an equity interest in Palo Alto Networks or a substantial business unit. Proponent James McRitchie argues that employee ownership could improve retention, integration, innovation, productivity, and sustainable shareholder value in a talent-intensive cybersecurity business. The supporting statement specifically points to the integration of CyberArk and the importance of retaining specialized employees, while emphasizing that the proposal does not demand employee control or prescribe a particular transaction structure. It identifies possible structures including an employee stock ownership plan, employee ownership trust, subsidiary-level ownership, share issuance, contribution, recapitalization, or sale, while leaving the Board discretion over the study’s scope and any later action. The proponent cites research associating employee ownership with higher productivity and shareholder returns and argues that a substantial but non-controlling stake could preserve public-market discipline and Board authority. The Board recommends voting AGAINST, contending that existing RSU, PSU, and employee stock purchase programs already provide broad-based ownership and alignment opportunities. Management further argues that an extraordinary ownership vehicle could create substantial administrative, fiduciary, financing, compensation, dilution, and litigation costs, especially for a company of Palo Alto Networks’ scale and public-market profile. The Board says its Compensation and People Committee already evaluates retention and employee ownership strategies and that a separate report would add little actionable value. It also argues that preparing the report would divert management attention and resources from platformization, CyberArk integration, acquisitions, and innovation in the AI-driven cybersecurity market.

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When is the Palo Alto Networks Inc 2026 annual meeting?

Palo Alto Networks Inc (PANW) holds its 2026 annual shareholder meeting on Tuesday, December 8, 2026.

What is the record date for the Palo Alto Networks Inc 2026 meeting?

The record date for the Palo Alto Networks Inc 2026 meeting is Friday, October 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Palo Alto Networks Inc's 2026 meeting?

The board is presenting 4 director nominees at the Palo Alto Networks Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Palo Alto Networks Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Palo Alto Networks Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.