Annual General Meeting Transcript - NTST 2025-05-15

Operator

Hello and welcome to the Cloudflare Inc. annual meeting. I would now like to turn the meeting over to Matthew Prince, Cloudflare's co-chair of the board. Please go ahead.

Matthew Prince, CEO

Welcome to the Cloudflare 2026 annual meeting of stockholders. My name is Matthew Prince and I'm Cloudflare's co-founder, chief executive officer, and co-chair of the board of directors. Thank you for attending today's meeting. With me are the following members of our management team. Michelle Zatlin, our co-founder, president, and co-chair of the Board of Directors. Thomas Seifert, our chief financial officer. Alyssa Starzak, our chief legal officer and secretary. And Phil Winslow, our vice president of strategic finance, investor relations, and treasury. We also have a representative from KP&G, our independent registered public accounting firm, in attendance with us. In addition, we believe the following other members of our Board of Directors are attending today's meeting. Scott Sandell, our lead independent director and a member of the Board's Compensation Committee. Stacey Cunningham, a member of the Board's Compensation Committee and Nominating and Corporate Governments Committee. Mark Hawkins, a member of the Board's Audit Committee. Kareem Lakhani, a member of the Board's Nominating and Corporate Governments Committee. Carl Ledbetter, the chair of the Board's Compensation Committee and a member of the Audit Committee. and Katrin Suter, a member of the Board's Audit Committee. Cloudflare's annual meeting of stockholders is now called to order. I will now delegate authority to Alyssa to conduct the formal portion of today's meeting.

Alyssa Starzak, Other

Thank you, Matthew, and good morning, Cloudflare stockholders. Chad Skinner, our general counsel, will record the minutes of today's meeting. We will now conduct the formal business set forth in the notice of meeting and proxy statement that was mailed to our stockholders of record as of June 5, 2026. On or about June 9, 2026, we mailed to our stockholders of record proxy materials, including the proxy statement and our annual report on Form 10-K for the year ended December 31, 2025. The notice provided instructions on how to vote online or by telephone. Information concerning each of the seven proposals to be addressed at today's meeting, including information regarding the individual director nominees, can be found in the proxy statement. A copy of the rules of conduct that govern today's meeting can be found in the meeting materials section of the web portal for today's virtual stockholder meeting we ask that each of you abide by these rules in order to facilitate an orderly meeting and to accomplish the items on today's agenda there's a text box on the web portal for today's virtual stockholder meeting where you can submit a question during the meeting that is relevant to one of the seven proposals and that is otherwise consistent with the rules of conduct for this meeting only validated clause their stockholders may ask a question if you have not already done so please submit your final questions now as we will be closing the ability to submit questions during the meeting once we formally restate the seven proposals to be voted on by stockholders later in the meeting we will answer any questions submitted prior to or during the meeting that are relevant to any of the seven proposals and that are otherwise consistent with the rules of conduct for this meeting we will try to answer as many properly submitted questions as we have time for but we may not be able to answer all of these questions we remind you that the voting polls are now open so any stockholders logged in and who wish to vote during this meeting may do so online prior to the closing of the polls. It is now 8.33 a.m. Pacific time on June 30, 2026, and the voting polls are open. You may cast your vote online until the polls close. We will announce when the polls are closed, which will be after the completion of this Q&A session. Kathy Blackwell of CTA Agberg has been appointed to act as the inspector of election for this meeting and has taken an oath of office, which will be filled with the minutes of this meeting, filed with the minutes of this meeting. In addition, Broadridge Financial Solutions is acting as Cloudflare's mailing agent and proxy vote tabulator for this annual meeting. The record date for this meeting was June 5th, 2026. As of that date, there were 321,184,834 shares of our Class A common stock and 33,754,730 shares of our Class B common stock outstanding and entitled to vote at this meeting. Each share of Class A common stock is entitled to one vote on each proposal at this meeting, and each share of Class B common stock is entitled to 10 votes on each proposal at this meeting. Whenever we refer to Cloudflare Common Stock. During this meeting, we are referring to both the Class A Common Stock and Class B Common Stock taken together. We have an affidavit of mailing from Broadridge Financial Solutions confirming that the proxy materials were mailed on or about June 9, 2026 to the holders of Cloudflare's Common Stock as of the record date. The affidavit, notice, and proxy materials will be filed within minutes of this meeting. The inspector of election, having reviewed the proxies delivered to date as certified by Broadridge Financial Solutions, has advised me that there is a quorum of shares of Cloudlar Common Stock present. As a result, this meeting is properly constituted for the transaction of business for which it has been called and has stated in the notice of meeting. A quorum being present, I declare that this meeting has been duly called. There are seven proposals to be addressed during today's meeting. The first proposal is the election of Michelle Zatlin, Scott Sandel, and Kareem Lakhani, who are nominated by the Board of Directors to serve as FOSS1 directors until the 2029 annual meeting of stockholders as set forth in the proxy statement. The second proposal is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2026 as set forth in the proxy statement. The third proposal is the approval on an advisory basis of the compensation of our named executive officers as set forth in the proxy statement. The fourth proposal is the approval and adoption of an amendment and restatement of our amended and restated certificate of incorporation comprising proposal 4A through 4F. The fifth proposal is the approval of the amendment and restatement of our 2019 equity incentive plan. The sixth proposal is the approval of the amendment and restatement of our 2019 Employee Stock Purchase Plan. The seventh proposal is the approval of one or more adjournments of the annual meeting, if necessary, to solicit additional proxies in favor of the proposals presented at the annual meeting. Clappler's Board of Directors recommends that you vote for proposals 1, 2, 3, 4, 5, 6, and 7. It is now 8.35 a.m. Pacific Time, and the time to submit questions for the Q&A session has now passed. If you are voting today, you must submit your votes at this time in order for them to be counted by the inspector of election. The inspector of election will not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. After the question and answer session and voting polls have closed, we will announce preliminary voting results and then adjourn the meeting. While we allow time for stockholders who have not already done so to complete their voting, I'd like to remind you that we may make forward-looking statements during today's meeting. These statements are not guarantees of future performance, but rather are subject to risks and uncertainty, some of which are beyond our control, including but not limited to the impact of adverse macroeconomic conditions on our and our customers' vendors and partners' operations and future financial performance and the impact of conflicts and other areas of geopolitical tension around the world or any potential worsening or expansion of those conflicts or geopolitical tensions. Our actual results may differ significantly from those projected or suggested in any forward-looking statements, and we urge you to review the cautionary statements and other information contained in our filings at the SEC. see. These forward-looking statements apply as of today, and you should not rely on them as representing our views in the future. We undertake no obligation to update these statements after this call. At this time, we will pause to answer any questions that are relevant to the proposals and consistent with the rules of conduct for this meeting, as time allows. Phil, have any such

Matthew Prince, CEO

questions been submitted? No, there have been no questions at this time. Thank you. It is now 8.37

Alyssa Starzak, Other

a.m. Pacific time, and the voting polls are closed. Any votes cast today, including those submitted electronically during the meeting will be counted in the final voting tally which will be reported on a form 8k that we will file with the sec within four business days of this meeting i now call on the inspector of election to report the preliminary voting results thank you alissa based upon the

Kathy Blackwell, Analyst — Inspector of Elections

preliminary voting results all three nominees were elected to the board as class one directors to the proposal for the ratification of kpmg llp as the company's independent registered public accounting firm for the year ending December 31, 2026 passed. The compensation of the company's named executive officers was approved. The adoption of an amendment and restatement of the company's amended and restated certificate of incorporation comprising proposals 4A through 4F was approved. The amendment and restatement of the company's 2019 equity incentives plan was approved. The amendment and restatement of the company's 2019 employee stock purchase plan was approved and one or more adjournments of the annual meeting if necessary to solicit additional proxies in favor of the proposals presented at the annual meeting thank you kathy

Alyssa Starzak, Other

there being no further business to come before the meeting the meeting is now adjourned

Matthew Prince, CEO

thank you alyssa thank you all for attending cloudflare's 2026 annual meeting of stockholders

Operator

ladies and gentlemen thank you for your participation and you may now disconnect