F5, Inc DEF 14A, filed Jan 27, 2025

About this DEF 14A

F5, Inc. (FFIV)

DEF 14A 2025-01-27 For: 2025-03-13

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Added on June 12, 2026

Accountability
Driving and supporting strong corporate governance and Board practices to ensure oversight, accountability, and good decision making.

Transparency
Maintaining transparency on a range of financial, executive compensation, and governance issues to build trust and foster two-way dialogue that supports the Company’s business success.

Engagement
Proactively engaging with shareholders in conversations on a variety of topics to identify emerging trends and issues to inform the Company’s thinking and approach.

F5, Inc filed this DEF 14A on January 27, 2025.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Under Rule 14a-12


☒			No fee required

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


MEETING DETAILS						Time and Date March 13, 2025 at 11:00 a.m. Pacific Time
						Virtual Meeting Location This year is a virtual meeting at www.virtualshareholdermeeting.com/FFIV2025
						Record Date January 7, 2025. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.


Items of Business	1	To elect 12 directors nominated by the Board of Directors of the Company to hold office until the Annual Meeting of Shareholders for fiscal year 2025;
	2	To approve, on an advisory basis, the compensation of our named executive officers;
	3	To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025; and
	4	To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.


WAYS TO VOTE						Vote by Internet www.proxyvote.com — 24 hours a day/7 days a week
						Vote by Telephone 1-800-690-6903 via touch-tone — 24 hours a day/7 days a week
						Vote Online During the Meeting See “Questions and Answers About the Annual Meeting and These Proxy Materials — How do I vote? — Voting “Virtually” at the Annual Meeting” below.


Filed by the Registrant ☒			Filed by a party other than the Registrant ☐


			By Order of the Board of Directors,

			SCOT F. ROGERS Secretary
			Seattle, Washington January 27, 2025


				Your Vote Is Important! Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, please promptly vote and submit your proxy by phone, over the Internet, or by signing, dating, and returning the accompanying proxy card in the enclosed, prepaid, return envelope or otherwise completing the appropriate voting instruction form. If you decide to attend the Annual Meeting and wish to vote virtually at the meeting, please see “Questions and Answers About the Annual Meeting and These Proxy Materials” below.


Proxy Summary			1
Annual Meeting of Shareholders			1
Meeting Agenda			1
Voting Matters and Vote Recommendation			1
Board & Governance Highlights			2
Fiscal Year 2024 Performance Highlights			3
Awards and Company Recognition			3
Compensation Policies and Practices Linked to Shareholder Value Creation and Risk Mitigation			3
Director Nominees			5
Board Skills and Diversity Matrix			6
Questions and Answers About the Annual Meeting and These Proxy Materials			8
Why am I receiving these materials?			8
How does the Board of Directors recommend that I vote?			8
Will there be any other items of business on the agenda?			8
Who is entitled to vote at the Annual Meeting?			8
What constitutes a quorum, and why is a quorum required?			8
What is the difference between holding shares as a shareholder of record and as a beneficial owner?			9
How do I vote?			9
Can I revoke or change my vote after I submit my proxy?			9
What will happen if I do not vote my shares?			10
What if I do submit my proxy but do not specify how my shares are to be voted?			10
What is the effect of an abstention or a “broker non-vote”?			10
What is the vote required for each proposal?			10
Why are we holding a virtual Annual Meeting?			11
How can I attend and participate in the Annual Meeting?			11
Can shareholders ask questions at the virtual Annual Meeting?			11
What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?			11
What happens if the Annual Meeting is adjourned or postponed?			12
Who is making this proxy solicitation and paying for the costs of this proxy solicitation?			12
How can I find the results of the Annual Meeting?			12
Corporate Governance			13
Shareholder Engagement and Annual Advisory Vote			13
Environmental, Social, and Governance (ESG) Topics			13
Environmental			14
Social			14
Governance			16
Risk Oversight			18
Compensation Committee Interlocks and Insider Participation			18
Related Person Transactions Policy and Procedures			19
Certain Relationships and Related Person Transactions			19
Insider and Derivatives Trading and Hedging Policies and Arrangements			19
Code of Ethics for Senior Financial Officers			20
Meetings of the Board of Directors and Standing Committees; Attendance at Annual Meeting			20
Board of Directors			21


Director Independence			21
Stock Ownership Guidelines for Directors			21
Nominees and Continuing Directors			22
Director Nomination			34
Communications with Directors			36
Compensation of Directors			36
Director Compensation for Fiscal Year 2024			37
Compensation Risk Assessment			38
Compensation Committee Report			39
Executive Compensation			40
Compensation Discussion and Analysis			40
Factors to Consider			41
Compensation Policies and Practice Linked to Shareholder Value Creation and Mitigation of Risk			41
Fiscal Year 2024 Corporate Performance			43
Executive Compensation Program Objectives and Compensation Philosophy			45
Shareholder Engagement and Annual Advisory Vote			45
Elements of Our Fiscal Year 2024 Compensation			46
How Each Element Fits into our Overall Compensation Objectives and Affects Other Elements of Compensation			46
Factors Considered by the Compensation Committee in Establishing Executive Compensation			55
Impact of Accounting and Tax Treatments of a Particular Form of Compensation			59
Employment Contracts and Double-Trigger Change-of-Control Arrangements			59
Summary Compensation Table			60
Summary Compensation Table for Fiscal Year 2024			60
Grants of Plan-Based Awards in Fiscal Year 2024			62
Outstanding Equity Awards at September 30, 2024			64
Option Exercises and Stock Vested in Fiscal Year 2024			66
Potential Payments Upon Termination or Change of Control			67
Pay Ratio			69
Report of the Audit Committee			76
Fees Paid to PricewaterhouseCoopers LLP			77
Audit Committee Pre-Approval Procedures			78
Annual Independence Determination			78
Security Ownership of Certain Beneficial Owners and Management			79
Delinquent Section 16(a) Reports			80
Proposal 1: Election of Twelve Directors			83
Proposal 2: Advisory Vote to Approve Executive Compensation			84
The Company’s Strong Performance			84
Compensation and Governance Programs			84
Proposal 3: Ratification of Independent Registered Public Accounting Firm			86
Other Business			87
Shareholder Proposals for the Annual Meeting for Fiscal Year 2025			87
Information Referenced in this Proxy Statement			88
Proxy Materials Are Available on the Internet			88
Householding of Proxy Materials			89


ANNUAL MEETING OF SHAREHOLDERS						Time and Date March 13, 2025 at 11:00 a.m. Pacific Time
						Virtual Meeting Location This year is a virtual meeting at www.virtualshareholdermeeting.com/FFIV2025
						Record Date January 7, 2025
						Mailing Date Approximately January 27, 2025
						Voting Shareholders as of the record date are entitled to vote. Each share of Company Common Stock is entitled to one vote for each director nominee and one vote for each of the proposals


MEETING AGENDA			• Election of the 12 directors listed in this Proxy Statement and on the proxy card
			• Advisory vote on compensation of our named executive officers
			• Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025
			• Transact other business that may properly come before the meeting, or any adjournment or postponement


BOARD & GOVERNANCE HIGHLIGHTS	Independent Board Chair	11 of 12 Board Nominees are Independent	8 of 12 Board Nominees Identify as Diverse
	Declassified Board — All Directors Elected Annually	Share Ownership Guidelines for Executives & Directors	Clawback Policy for Named Executive Officers
	One-year Post-vesting Holding Period for Executive Equity Awards Beginning with Grants Awarded in Fiscal Year 2022	Majority Voting for All Directors	Third-Party Led Board Self-Assessment Process
	Independent Directors Meet Without Management Present	Prohibition on Hedging, Pledging and Short Sale of Company Stock


AWARDS AND COMPANY RECOGNITION	F5 Named a Leader in the IDC MarketScape: Worldwide Web Application and API Protection Enterprise Platforms 2024 Vendor Assessment	F5 Named Winner of Best API Security Solution by SC Awards 2024	F5 Recognized with Six TrustRadius Top Rated Awards
	Finalist for the CRN Tech Innovator Award	F5 Listed Among Leaders in KuppingerCole Leadership Compass 2024 for WAF	F5 employee awarded CRN’s The Most Powerful Women of the Channel 2024: Power 100


FISCAL YEAR 2024 Performance Highlights	Annual revenue $2.8 BILLION	Cash flow from operations $792 MILLION
FISCAL YEAR 2024 Performance Highlights	GAAP net income $567 MILLION	Cash returned to shareholders through share repurchases $500 MILLION


ABOUT F5
OUR VALUES


COMPENSATION POLICIES AND PRACTICES LINKED TO SHAREHOLDER VALUE CREATION AND RISK MITIGATION	Pay for performance	We emphasize pay for performance and align executive compensation with the Company’s business objectives and performance, and the creation of long-term shareholder value.
	Threshold performance metrics	Incentive-based compensation is at risk and payable only if certain threshold performance metrics are achieved.
	No excise tax gross-ups	The Company does not provide “golden parachute” excise tax gross-ups upon a change in control of the Company.
	Benefit plans	The Company offers its executive officers only modest perquisites that are supported by a business interest and are consistent with broad-based benefit plans available to other employees.
	Stock ownership guidelines	Directors and executives are subject to stock ownership requirements that encourage alignment with the interests of shareholders.


			Clawback policy			In the event of a restatement of any financial measure used in determining performance-based compensation for executives, the Company shall recover any payments to an executive in excess of what would have been received if determined based on the restated financial measure subject to limited exceptions.
			No hedging of stock			Executive officers, directors and other employees are prohibited from trading in puts, calls or other derivatives of Company Common Stock or otherwise engaging in short sales of Company Common Stock or hedging transactions related to Company Common Stock. In addition, executive officers, directors and other employees are prohibited, except under limited exceptions, from holding Company Common Stock in a margin account or pledging Company Common Stock as collateral for a loan.
			No re-pricing of options			Under the terms of the equity plan, the re-pricing of underwater options is prohibited absent shareholder approval.
			Double-trigger change of control agreements			The Company’s change of control agreements with its executives contain a “double trigger” feature.
			Post-vesting holding requirement			Beginning with awards granted in fiscal year 2022, Company executives must retain for at least one year the net shares received on the vesting of Restricted Stock Units, which aligns executives’ long-term incentives with the interests of shareholders.
			Annual advisory vote			Annual advisory vote on executive compensation provides shareholders with a direct opportunity to express their opinion regarding the Company’s executive pay practices.
			Capped incentive compensation			Executive incentive compensation is capped avoiding excessive risk-taking and limiting to a reasonable level the amount of total performance-based compensation paid.

Director Nominees			The following table provides summary information about each director nominee. Each director named below is a continuing director and all directors are elected annually by a majority of votes cast.

BOARD SKILLs AND DIVERSITY MATRIX			Five of our 12 Director nominees are women, four of our 12 Director nominees are ethnically diverse with one identifying as Black, one identifying as Asian and two identifying as Hispanic/Latino(a). No Directors identify as LGBTQ+. One director identifies as a military veteran.


Why am I receiving these materials?			You are receiving these materials because you are a shareholder of the Company as of the close of business on January 7, 2025 (the “Record Date”) and are entitled to receive notice of the Annual Meeting and to vote on matters that will be presented at the meeting. This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures.


How does the Board of Directors recommend that I vote?			The Board of Directors recommends that you vote:
			• FOR the election of Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Michael L. Dreyer, Tami Erwin, Julie M. Gonzalez, Alan J. Higginson, Peter S. Klein, François Locoh-Donou, Maya McReynolds, Nikhil Mehta, and Michael F. Montoya as directors to hold office until the Annual Meeting of Shareholders for fiscal year 2025;
			• FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
			• FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.


Will there be any other items of business on the agenda?			The Company is not aware, as of the date of this Proxy Statement, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders. If any other items of business or other matters are properly brought before the Annual Meeting, your proxy gives discretionary authority to the persons named on the proxy card with respect to those items of business or other matters. The persons named on the proxy card intend to vote the proxy in accordance with their best judgment.


Who is entitled to vote at the Annual Meeting?			Only holders of our Common Stock, no par value, at the close of business on the Record Date may vote at the Annual Meeting. We refer to the holders of Common Stock as “shareholders” throughout this Proxy Statement. Each shareholder is entitled to one vote for each share of Common Stock held as of the Record Date.


What constitutes a quorum, and why is a quorum required?			We need a quorum of shares of Common Stock eligible to vote to conduct business at our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the Record Date are represented at the virtual Annual Meeting either in person or by proxy. As of the close of business on the Record Date, we had 58,015,127 shares of Common Stock outstanding and entitled to vote at the virtual Annual Meeting, meaning that 29,007,565 shares of Common Stock must be represented in person or by proxy to have a quorum. Abstentions and broker non-votes (as described below) will also count towards the quorum requirement. Your shares will be counted toward the number needed for a quorum if you: (i) submit a valid proxy card or voting instruction form, (ii) give proper instructions over the telephone or on the Internet, or (iii) in the case of a shareholder of record, virtually attend the Annual Meeting.


What is the difference between holding shares as a shareholder of record and as a beneficial owner?			Shareholder of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with Equiniti Trust Company, our transfer agent.
			Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like many of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides. If you wish to vote the shares you own beneficially at the virtual meeting, you should follow the voting instructions or other information you received from your broker or other nominee and the instructions on the website at www.virtualshareholdermeeting.com/FFIV2025. If you do not provide your broker or nominee with instructions on how to vote your shares or a legal proxy, your broker or nominee will be able to vote your shares with respect to some, but not all, of the proposals. Please see “What will happen if I do not vote my shares?” and “What if I do submit my proxy but do not specify how my shares are to be voted?” for additional information.


How do I vote?			Shareholders of Record. If you are a shareholder of record, there are several ways for you to vote your shares:
			• Voting by Mail. You may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than March 12, 2025 to be voted at the Annual Meeting. If you vote by telephone or on the Internet, please do not return your proxy card unless you wish to change your vote.
			• Voting by Telephone. You may vote by telephone by using the toll-free number listed on your proxy card.
			• Voting on the Internet. You may vote on the Internet by using the voting portal found at www.proxyvote.com. As with telephone voting, you can confirm that your instructions have been properly recorded. Voting via the Internet is a valid proxy voting method under the laws of the State of Washington (our state of incorporation).
			• Voting “Virtually” at the Annual Meeting. You may vote your shares at the Annual Meeting by following the instructions on the website at www.virtualshareholdermeeting.com/FFIV2025. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or voting instructions or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you do not vote at the virtual Annual Meeting.
			Beneficial Owners. You may vote by the method explained on the voting instructions or other information you receive from the broker or nominee.


Can I revoke or change my vote after I submit my proxy?			Yes. You may revoke or change your vote after submitting your proxy by one of the following procedures:
			• Delivering a proxy revocation or another proxy bearing a later date to the Secretary of the Company at 801 Fifth Avenue, Seattle, Washington 98104 up until 11:59 p.m. Eastern Time the day before the Annual Meeting;
			• If you have voted by Internet or telephone and still have your control number, you may change your vote via Internet or telephone up until 11:59 p.m. Eastern Time the day before the Annual Meeting; or
			• Attending the Annual Meeting and voting virtually. If you are a beneficial owner, you should follow the voting instructions or other information you received from your broker or other nominee and the instructions on the website at www.virtualshareholdermeeting.com/FFIV2025.
			Please note that attendance alone at the Annual Meeting will not revoke a proxy; you must actually vote at the virtual Annual Meeting.


What will happen if I do not vote my shares?			Shareholders of Record. If you are the shareholder of record of your shares and you do not vote by mail, by telephone, via the Internet or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.
What will happen if I do not vote my shares?			Beneficial Owners. If you are the beneficial owner of your shares, your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Under applicable stock exchange rules, your broker or nominee does not have discretion to vote your shares on non-routine matters, which include Proposals 1 and 2. However, your broker or nominee does have discretion to vote your shares on routine matters such as Proposal 3.


What if I do submit my proxy but do not specify how my shares are to be voted?			If you are a shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:
			• FOR the election of Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Michael L. Dreyer, Tami Erwin, Julie M. Gonzalez, Alan J. Higginson, Peter S. Klein, François Locoh-Donou, Maya McReynolds, Nikhil Mehta, and Michael F. Montoya as directors to hold office until the Annual Meeting of Shareholders for fiscal year 2025;
			• FOR the approval, on an advisory basis, of the compensation of our named executive officers; and
			• FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.


What is the effect of an abstention or a “broker non-vote”?			Brokers or other nominees who hold shares of Common Stock for a beneficial owner generally have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A “broker non-vote” occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. If you abstain from voting on a proposal, or if a broker or nominee indicates it does not have discretionary authority to vote on a proposal, the shares will be counted for the purpose of determining if a quorum is present but will not be included in the vote totals with respect to the proposal. Furthermore, any abstention or broker non-vote will have no effect on the proposals to be considered at the Annual Meeting since these actions do not represent votes cast by shareholders.


Why are we holding a virtual Annual Meeting?			We believe that it is best to hold a virtual only Annual Meeting because a virtual meeting provides broad and convenient access to and enables participation by our shareholders in a cost-reducing and environmentally friendly way. The virtual Annual Meeting will allow our shareholders to ask questions and to vote.


How can I attend and participate in the Annual Meeting?			The Annual Meeting will be a completely virtual meeting of shareholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FFIV2025. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 11:00 a.m. Pacific Time on March 13, 2025. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time, and you should allow ample time to ensure your ability to access the meeting.


CAN SHAREHOLDERS ASK QUESTIONS AT THE VIRTUAL ANNUAL MEETING?			Yes. We have designed the format of the virtual Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting. After the voting results are announced at the Annual Meeting, we will hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Rules of Conduct for the Annual Meeting. During the Annual Meeting, you can view our Rules of Conduct and submit any questions at virtualshareholdermeeting.com/FFIV2025.


What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?			Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the Basic Call Center Support numbers located on the meeting login page for assistance.

What happens if the Annual Meeting is adjourned or postponed?			Your proxy will still be effective and will be voted at the rescheduled Annual Meeting as applicable. You will still be able to change or revoke your proxy until it is voted.


Who is making this proxy solicitation and paying for the costs of this proxy solicitation?			The Board of Directors of the Company is soliciting the proxies accompanying this Proxy Statement. The Company will pay all of the costs of this proxy solicitation. However, you will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. In addition to mail solicitation, officers, directors, and employees of the Company may solicit proxies personally or by telephone, without receiving additional compensation. The Company has retained Alliance Advisors to assist with the solicitation of proxies in connection with the Annual Meeting. The Company will pay Alliance Advisors customary fees, which are expected to be $12,000 plus expenses. The Company, if requested, will pay brokers, banks, and other fiduciaries that hold shares of Common Stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to shareholders.


How can I find the results of the Annual Meeting?			We intend to announce preliminary voting results at the Annual Meeting and publish final results on a Form 8-K within four business days of the Annual Meeting. The Form 8-K will be available on our website at www.f5.com under the “Company — Investor Relations — Financials — SEC Filings” section.