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Cloudflare (NYSE: NET) investors approve Class C stock, share increases and new equity plans

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8-K/A

Rhea-AI Filing Summary

Cloudflare, Inc. filed an amended report on its 2026 annual meeting, mainly to correct minor typographical issues and to clarify that the adjournment proposal became moot after other items passed. Shareholders approved amendments to the certificate of incorporation establishing a Class C common stock and implementing a Class C split.

They also approved doubling authorized Class A shares to 4,500,000,000 and authorized preferred shares to 450,000,000, plus provisions for equal treatment of all three classes in dividends, major transactions, and liquidation. A new safeguard requires approval by a majority of independent directors for acquisitions using Class C stock valued above $100,000,000. Stockholders further approved amended versions of the 2019 Equity Incentive Plan and the 2019 Employee Stock Purchase Plan, which will become effective upon the Class C split’s effectiveness. Approximately 93.36% of total voting power was represented at the meeting.

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Insights

Cloudflare shareholders back major charter and equity plan changes.

The meeting confirms broad support for a new multi-class structure, including Class C common stock and a Class C share split. Authorized Class A shares rise from 2.25 billion to 4.5 billion, and preferred shares from 225 million to 450 million, expanding future capital-raising and acquisition flexibility.

Equal treatment of Class A, B, and C shares in dividends, key transactions, and liquidation is written into the charter, while large acquisitions using Class C stock over $100,000,000 now require approval by a majority of independent directors. Amended equity and employee stock purchase plans, tied to the Class C split’s effectiveness, align compensation programs with the new structure. Actual dilution or issuance timing will depend on future board and management decisions.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Meeting voting power represented 93.36% of total voting power Shares present or represented at 2026 annual meeting
Class A authorized shares 4,500,000,000 shares Authorized Class A Common Stock after amendment, up from 2,250,000,000
Preferred authorized shares 450,000,000 shares Authorized preferred stock after amendment, up from 225,000,000
Class A shares represented 279,413,484 shares Class A Common Stock present or represented by proxy at meeting
Class B shares represented 33,563,400 shares Class B Common Stock present or represented by proxy at meeting
Large Class C stock acquisition threshold $100,000,000 fair market value Requires approval by majority of independent directors
Equity plan vote for 363,236,265 votes For votes on amended 2019 Equity Incentive Plan
ESPP vote for 419,342,453 votes For votes on amended 2019 Employee Stock Purchase Plan
Class C Split financial
"will become effective upon the effectiveness of the Class C Split (as defined in the Company’s definitive proxy statement"
Employee Stock Purchase Plan financial
"the Company's Amended and Restated 2019 Employee Stock Purchase Plan (the “ESPP”)"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
broker non-votes financial
"The results of such vote were | For | Against | Abstained | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"The appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
amended and restated certificate of incorporation regulatory
"approval and adoption of an Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
adjournments of the Annual Meeting regulatory
"Approval of One or More Adjournments of the Annual Meeting"
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false000147733300014773332026-06-302026-06-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 30, 2026

Cloudflare, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-39039
27-0805829
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
101 Townsend Street
San Francisco, CA
94107
(Address of principal executive offices)(Zip code)
(888) 993-5273
(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par valueNETNew York Stock Exchange

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. ☐





EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2026 (the “Original Form 8-K”) by Cloudflare, Inc. This Amendment is being filed to (i) correct immaterial typographical errors and (ii) clarify that Proposal Seven, the proposal to approve one or more adjournments of the Annual Meeting (as defined below), if necessary, to solicit additional proxies in favor of the proposals presented at the Annual Meeting, was presented but rendered moot due to the approval of the other proposals submitted to the stockholders. No other changes have been made to the Original Form 8-K, which is restated herein.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the amendment and restatement of the 2019 Equity Incentive Plan and the Amended and Restated 2019 Employee Stock Purchase Plan

On June 30, 2026, Cloudflare, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of each of the Company's 2019 Equity Incentive Plan (the “Plan”) and the Company's Amended and Restated 2019 Employee Stock Purchase Plan (the “ESPP”). Given the approval of Proposals 4A-4F by the stockholders of the Company, the amendment and restatement of each of the Plan and the ESPP will become effective upon the effectiveness of the Class C Split (as defined in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 9, 2026 (the "2026 Proxy Statement")).

A description of the material terms of the Plan and the ESPP are incorporated herein by reference to “Proposal Five: Amendment and Restatement of 2019 Plan” and “Proposal Six: Amendment and Restatement of ESPP”, respectively, contained in the 2026 Proxy Statement. A copy of the form of Plan and the form of ESPP are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated by reference herein.
Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, holders of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on June 5, 2026 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters submitted for a vote at the Annual Meeting. At the Annual Meeting, 279,413,484 shares of Class A Common Stock and 33,563,400 shares of Class B Common Stock, or approximately 93.36% of the total voting power of shares entitled to vote, were present virtually or represented by proxy, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on the following proposals, which are described in more detail in the Proxy Statement:

Proposal One - Election of Class I Directors. The following nominees were each elected as a Class I director to serve until the Company's 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified. The results of such vote were:

NomineeForWithheldBroker Non-Votes
Michelle Zatlyn568,227,35817,406,44829,413,678
Scott Sandell529,020,16756,613,63929,413,678
Karim Lakhani466,502,593119,131,21329,413,678

Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was ratified. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
607,370,0766,894,441782,967—



Proposal Three - Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
445,922,069139,565,439146,29829,413,678

Proposal Four - Approval and Adoption of an Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation. The stockholders approved the amendment and restatement of the Company's amended and restated certificate of incorporation (comprising Proposals 4A through 4F), the form of which is attached as Appendix A-1 to the 2026 Proxy Statement.

Proposal 4A - Approval and Adoption of Amendments to the Current Certificate to Establish the Class C Common Stock. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to establish the Class C common stock, as disclosed in the 2026 Proxy Statement. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
382,323,567200,557,1252,753,11429,413,678

Proposal 4B - Approval and Adoption of Amendments to the Current Certificate to Increase the Number of Authorized Shares of Class A Common Stock. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 2,250,000,000 to 4,500,000,000. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
388,797,473194,113,1602,723,17329,413,678

Proposal 4C - Approval and Adoption of Amendments to the Current Certificate to Increase the Number of Authorized Shares of Preferred Stock. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of preferred stock from 225,000,000 to 450,000,000. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
386,747,387196,165,7022,720,71729,413,678

Proposal 4D - Approval and Adoption of Amendments to the Current Certificate to Implement the Class C Split. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to implement the Class C Split. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
382,365,089200,521,4522,747,26529,413,678

Proposal 4E - Approval and Adoption of Amendments to the Current Certificate to Provide for the Equal Treatment of Shares of Class A Common Stock, Class B Common Stock, and Class C Common Stock. The stockholders approved the amendments to the Current Certificate to provide for the equal treatment of shares of Class A Common Stock, Class B Common Stock, and Class C common stock in connection with dividends and distributions, certain transactions, and upon the Company's liquidation, dissolution, or winding up. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
388,499,421194,390,4892,743,89629,413,678

Proposal 4F - Approval and Adoption of Amendments to the Current Certificate to Require the Approval of a Majority of the Independent Directors for Certain Acquisitions. The stockholders approved the amendments to the Current Certificate to require the approval of a majority of the Independent Directors then in office for any acquisition in which the Company would propose to issue shares of Class C common stock as consideration for such acquisition with a fair market value in excess of $100,000,000. The results of such vote were:



ForAgainstAbstainedBroker Non-Votes
389,151,530193,726,8192,755,45729,413,678

Proposal Five - Approval of the Amendment and Restatement of the Company's 2019 Equity Incentive Plan. The stockholders approved the amendment and restatement of the Company's 2019 Equity Incentive Plan. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
363,236,265212,379,05410,018,48729,413,678

Proposal Six - Approval of the Amendment and Restatement of the Company's Amended and Restated 2019 Employee Stock Purchase Plan. The stockholders approved the amendment and restatement of the Company's Amended and Restated 2019 Employee Stock Purchase Plan. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
419,342,453166,193,70897,64529,413,678

Proposal Seven - Approval of One or More Adjournments of the Annual Meeting. The stockholders approved one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies in favor of the proposals presented at the Annual Meeting (the "Adjournment Proposal"). The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
406,791,018208,020,795235,671—

As there were sufficient votes at the time of the Annual Meeting to approve each of the other proposals, the Adjournment Proposal was rendered moot.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1
Form of Cloudflare, Inc. Amended and Restated 2019 Equity Incentive Plan
10.2
Form of Cloudflare, Inc. Amended and Restated 2019 Employee Stock Purchase Plan
104Cover Page Interactive Data File (formatted as Inline XBRL)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cloudflare, Inc.
Dated: July 1, 2026By:/s/ Alissa Starzak
Alissa Starzak
Chief Legal Officer and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Cloudflare (NET) change in its certificate of incorporation at the 2026 annual meeting?

Cloudflare shareholders approved amendments establishing a new Class C common stock, implementing a Class C split, and doubling authorized Class A shares to 4,500,000,000 and preferred shares to 450,000,000. They also added provisions for equal treatment of all three classes in dividends, certain transactions, and liquidation events.

How much shareholder voting power was represented at Cloudflare’s 2026 annual meeting?

Cloudflare reported that 279,413,484 Class A shares and 33,563,400 Class B shares were present or represented by proxy, representing approximately 93.36% of the total voting power entitled to vote. This high participation level meant all proposals could be decided without needing to adjourn the meeting.

What happened to the adjournment proposal at Cloudflare’s 2026 annual meeting?

Shareholders approved a proposal allowing one or more adjournments of the annual meeting to solicit additional proxies. However, because there were already sufficient votes to approve all other proposals, this adjournment authority was not used and was effectively rendered moot once the main items passed.

What equity plans did Cloudflare (NET) stockholders approve in 2026?

Stockholders approved the amendment and restatement of Cloudflare’s 2019 Equity Incentive Plan and its Amended and Restated 2019 Employee Stock Purchase Plan. These updated plans are designed to operate under the new capital structure and will become effective when the Class C split described in the 2026 proxy statement becomes effective.

What new approval requirement did Cloudflare add for large acquisitions using Class C stock?

Cloudflare added a requirement that any acquisition where it issues Class C common stock with a fair market value over $100,000,000 must be approved by a majority of independent directors then in office. This governance measure targets sizable stock-funded deals using the new Class C shares.

How did Cloudflare (NET) shareholders vote on executive compensation in 2026?

In an advisory, non-binding vote, shareholders approved the compensation of Cloudflare’s named executive officers as described in the 2026 proxy statement. The tally showed strong support, with 445,922,069 votes for, 139,565,439 against, 146,298 abstentions, and 29,413,678 broker non-votes recorded.

Which independent auditor did Cloudflare stockholders ratify for fiscal 2026?

Stockholders ratified the appointment of KPMG LLP as Cloudflare’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote total was 607,370,076 for, 6,894,441 against, and 782,967 abstentions, with no broker non-votes reported on this ratification item.

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