F5 (FFIV) investors back 2026 incentive plan, reelect board and ratify PwC

Rhea-AI Filing Summary

F5, Inc. reported results of its fiscal 2025 annual meeting held on March 12, 2026. Shareholders approved the new 2026 Incentive Award Plan, which includes 3,500,000 new shares of common stock issuable under the plan, along with previously available shares that moved into the new plan. The board also adopted a Non-Employee Director Compensation Program.

All eight director nominees were elected, the advisory vote on executive compensation was approved, and shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026. A total of 52,050,157 common shares were present in person or by proxy and entitled to vote at the meeting.

Insights

Corporate governance analyst

F5’s annual meeting delivered routine but important approvals on pay, board, and auditor.

Shareholders backed all eight director nominees with strong "For" vote counts across the slate, indicating broad support for the existing board structure. The 2026 Incentive Award Plan, covering 3,500,000 new shares plus carryover availability, was also approved, ensuring ongoing equity-based compensation capacity.

The advisory say-on-pay vote for named executive officers passed with substantially more votes in favor than against, and PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal 2026. Overall, the outcomes support continuity in F5’s governance, compensation, and audit arrangements, with no disruptive changes signaled in these results.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

March 12, 2026

F5, Inc.

(Exact name of registrant as specified in its charter)

Washington

000-26041

91-1714307

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

801 5th Avenue

Seattle

,

WA

98104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (206) 272-5555

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:

☐ 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))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, no par value			FFIV			NASDAQ Global Select Market

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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2026, at the annual meeting of shareholders for fiscal year 2025 (the “Annual Meeting”), the shareholders of F5, Inc. (the “Company”) voted to approve the F5, Inc. 2026 Incentive Award Plan (the “Incentive Plan”), including 3,500,000 new shares of common stock issuable under the Incentive Plan and shares of common stock that remained available for issuance under the F5, Inc. Incentive Plan that became available for issuance under the terms of the Incentive Plan.

The complete text of the Incentive Plan is set forth in Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

In addition, on March 12, 2026, the Board of Directors of the Company adopted the F5, Inc. Non-Employee Director Compensation Program (the “Director Program”). The complete text of the Director Program is set forth in Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders voted on: (1) the election of eight directors to hold office until the annual meeting of shareholders for fiscal year 2026 and until their successors are elected and qualified; (2) the approval of the Incentive Plan; (3) an advisory vote regarding approval of the compensation of the Company’s named executive officers; and (4) the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

A total of 52,050,157 shares of the Company’s common stock outstanding and entitled to vote were present at the meeting in person or by proxy at the Annual Meeting. The voting results were as follows:

Item 1: Election of eight directors to hold office until the annual meeting of shareholders for fiscal year 2026:

Name of Director			For			Against			Abstain			Broker Non-Votes
Marianne N. Budnik			48,062,073			466,581			21,064			3,500,439
Elizabeth L. Buse			46,282,811			2,241,662			25,245			3,500,439
Michel Combes			48,214,285			313,812			21,621			3,500,439
Tami Erwin			48,233,005			295,535			21,178			3,500,439
Julie Gonzalez			47,701,053			827,493			21,172			3,500,439
François Locoh-Donou			45,986,595			2,363,207			199,916			3,500,439
Maya McReynolds			48,047,518			481,102			21,098			3,500,439
Nikhil Mehta			48,225,186			303,188			21,344			3,500,439

Item 2: Approval of the Incentive Plan:

For			Against			Abstain			Broker Non-Votes
32,363,363			16,116,797			69,558			3,500,439

Item 3: Advisory vote on the approval of the compensation of the Company’s named executive officers:

For			Against			Abstain			Broker Non-Votes
44,809,245			3,486,265			254,208			3,500,439

Item 4: Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026:

For			Against			Abstain
47,386,756			4,534,667			128,734

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

10.1						F5, Inc. 2026 Incentive Award Plan
10.2						F5, Inc. Non-Employee Director Compensation Program
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

F5, INC.  (Registrant)

Date: March 13, 2026

By:

/s/ Angelique M. Okeke

Angelique M. Okeke

Executive Vice President and General Counsel

FAQ

What key items did F5 (FFIV) shareholders approve at the 2026 annual meeting?

Shareholders approved the 2026 Incentive Award Plan, elected eight directors for terms through the 2026 annual meeting, endorsed executive compensation in an advisory vote, and ratified PricewaterhouseCoopers LLP as F5’s independent registered public accounting firm for fiscal year 2026.

How many new shares are included in F5 (FFIV) 2026 Incentive Award Plan?

The 2026 Incentive Award Plan includes 3,500,000 new shares of F5 common stock issuable under the plan, in addition to shares that remained available under the prior incentive plan and became issuable under the new plan’s terms.

How many F5 (FFIV) shares were represented at the 2026 annual meeting?

A total of 52,050,157 shares of F5’s common stock outstanding and entitled to vote were present at the annual meeting, either in person or by proxy, forming the voting base for director elections and the other proposals considered.

Did F5 (FFIV) shareholders approve executive compensation at the meeting?

Yes. In the advisory vote on compensation for F5’s named executive officers, shareholders cast 44,809,245 votes for, 3,486,265 against, and 254,208 abstaining, with 3,500,439 broker non-votes recorded on the proposal.

Who was elected to the F5 (FFIV) board of directors at the 2026 annual meeting?

Shareholders elected eight directors: Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Tami Erwin, Julie Gonzalez, François Locoh-Donou, Maya McReynolds, and Nikhil Mehta, each to serve until the fiscal 2026 annual meeting and until their successors are elected and qualified.

Which audit firm did F5 (FFIV) shareholders ratify for fiscal year 2026?

Shareholders ratified PricewaterhouseCoopers LLP as F5’s independent registered public accounting firm for fiscal year 2026, with 47,386,756 votes for, 4,534,667 against, and 128,734 abstaining on the ratification proposal.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 195.7 KB
• EX-10.2 EX-10.2 36.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB