Annual General Meeting Transcript - FFIV 2026-03-12

Operator

Thank you for standing by, and welcome to the F5, Inc. annual meeting. I'll now turn the call over to F5, Inc. You may begin.

François Locoh-Donou, CEO

Hello, my name is François Locodonu, F5's President and CEO. I will be serving as chairperson for today's meeting. Argelique Okeke, our Executive Vice President, General Counsel, and Corporate Secretary of F5, will be serving as secretary. Welcome to the annual meeting of the shareholders of F5, Inc. Our board of directors are attending the meeting remotely through the virtual meeting room. I would also like to welcome Joseph Nidengraus and Lindsay Nakata from PricewaterhouseCoopers LLP, our independent auditors. I call this meeting to order and turn the meeting over to Mrs. Okeke to conduct the formal business of the meeting.

Argelique Okeke, General Counsel

Thank you, Francois. I will begin the meeting with a review of the proposals to be voted on today. There will be time at the end of the meeting for questions from the virtual meeting room. The agenda for this annual meeting and the rules of conduct are posted online in the virtual meeting. To conduct an orderly meeting, we appreciate your cooperation and ask that participants abide by these rules. Notice of this annual meeting was mailed on or about January 26, 2026, to all shareholders of record as of the close of business on January 6, 2026. The resolutions on the agenda for today's meeting are as follows. One, to elect eight directors nominated by the Board of Directors of the company to hold office until the annual meeting of shareholders for fiscal year 2026. Two, to approve the F5, Inc. 2026 Incentive Award Plan. Three, to approve on an advisory basis the compensation of our named executive officers. Four, to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2026. And five, to transact such other business as may properly come before the meeting and any adjournments or postponements thereof. I can report that prior to the opening of the meeting, in accordance with our bylaws, we had proxies representing approximately 91.61% of total voting power as of January 6, 2026, a majority of the votes entitled to vote on the matters. Therefore, I hereby declare a quorum present. This meeting is declared properly convened and ready to transact business. If there are any shareholders who are not represented by proxy and wish to vote on matters on the agenda today, you may do so through the virtual meeting platform. If you have already voted by proxy, you do not vote today unless you would like to change your vote. We want to express our appreciation to all shareholders who return their proxies. The proxy solicited by the Board of Directors will be voted for the election of the Director of Nominees, for the approval of the Stock Incentive Award Plan, for approval on an advisory basis of the compensation of our named executive officers and for ratification of our independent registered public accounting firm. If there is anyone who has not voted, you should do so now through the virtual meeting platform and the polls as the polls will be closed shortly. At this time, I now declare the polls are closed. A representative of Broadridge Financial Solutions has been appointed the inspector of election and will finalize the vote tabulation and certify the votes after adjournment of today's meeting. However, at this time, I will now report the preliminary results tabulated prior to the opening of the meeting. There were 52,050,157 shares represented at this meeting, either in person or by proxy. This represents approximately 91.61% of total votes of the company. For the election of the directors, at least 95.11% of votes were cast in favor of the election of each of the eight nominees. The F5, Inc. 2026 Incentive Award Plan was approved by approximately 66.75% of the votes cast. The advisory vote on the compensation of the company's named executive officers was approved by approximately 92.78% of the votes cast. And for the selection of the company's independent registered public accounting firm, approximately 91.26% of votes were cast in favor of this resolution. Based on the preliminary vote tabulation, I hereby announce that all of the director nominees have been elected, the F5 Inc. 2026 Incentive Award Plan has been approved, the advisory vote on the compensation of the company's named executive officers has been approved, and the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for fiscal year 2026 has been ratified. Within four business days, the company will file a current report on Form 8K with the SEC, which is expected to disclose the specific and final voting results for the matters voted on at this annual meeting. This concludes the business portion of our meeting. The floor is now open to questions and comments from our shareholders or their proxies. If you wish to ask a question or comment, you may submit one through the online portal.

François Locoh-Donou, CEO

This concludes our meeting. I now declare the meeting adjourned. Thank you all for attending.

Operator

This concludes today's annual meeting. You may now disconnect.