8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

January 25, 2022

Date of Report (Date of earliest event reported)

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A10 NETWORKS, INC.

(Exact name of the registrant as specified in its charter)

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2300 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 325-8668

(Name and telephone number, including area code, of the person to contact in connection with this report)

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))

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Securities registered pursuant to Section 12(b) of the Act:

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 of Principal Officers; Election of Directors; Appointment of Principal Officers.

(e) Compensatory Arrangements of Certain Officers.

On January 25, 2022, the Compensation Committee (the “Compensation Committee”) of the board of directors of A10 Networks, Inc. (the “Company”) completed an annual review of executive compensation, which included a review of annual base salary, bonus target amounts for 2022 and confirmation of payouts under the Company’s 2021 Executive Incentive Plan (the “2021 Plan”) for its executive officers. In connection with this review, the Compensation Committee confirmed and approved the following cash payouts under the 2021 Plan for performance in 2021:

In addition, the Compensation Committee approved annual base salary and target cash bonus amounts under the Company’s 2022 Executive Incentive Plan (the “2022 Plan”) for 2022 as set forth below. Actual cash payouts under the bonus program the 2022 Plan will be subject to the achievement of certain Company revenue and adjusted EBITDA performance goals as approved by the Compensation Committee.

*Effective February 1, 2022

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 31, 2022