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  4. [8-K] Cloudflare, Inc. Reports Material Event

Cloudflare (NYSE: NET) investors back Class C stock and double Class A authorization

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cloudflare, Inc. reported results from its 2026 annual meeting, where stockholders approved extensive changes to its capital structure and equity plans. Investors backed creating a new Class C common stock, implementing a Class C Split, and amending the certificate of incorporation.

Authorized shares of Class A common stock were increased from 2,250,000,000 to 4,500,000,000, and authorized preferred stock rose from 225,000,000 to 450,000,000. Amendments also provide equal treatment of Class A, B, and C shares for dividends, certain transactions, and liquidation, and require approval by a majority of independent directors for acquisitions using Class C stock worth over $100,000,000.

Stockholders elected three Class I directors, ratified KPMG LLP as auditor for 2026, and approved on an advisory basis executive compensation. They also approved amended and restated versions of the 2019 Equity Incentive Plan and 2019 Employee Stock Purchase Plan, which will become effective upon the Class C Split.

Positive

  • None.

Negative

  • Substantial increase in authorized equity and preferred shares — Authorized Class A common stock rose from 2,250,000,000 to 4,500,000,000 and authorized preferred stock from 225,000,000 to 450,000,000, creating significant capacity for future share issuance and potential dilution if broadly used.

Insights

Cloudflare shareholders approved a major capital structure expansion with new safeguards.

The meeting outcomes significantly expand Cloudflare’s flexibility to issue equity. Authorized Class A shares doubled to 4,500,000,000 and preferred shares to 450,000,000, alongside creating Class C stock and implementing a Class C Split, if and when effected.

The amendments also embed governance guardrails. Equal treatment of Class A, B, and C for dividends, certain transactions, and liquidation is required, and acquisitions using Class C stock above $100,000,000 need approval from a majority of independent directors. These provisions balance issuance capacity with oversight.

High participation, with approximately 93.36% of total voting power present as of the June 5, 2026 record date, suggests strong engagement. Subsequent filings describing the implemented Class C Split and actual equity issuances will further clarify dilution and control implications.

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.
Voting power represented 93.36% of total voting power Shares present or by proxy at 2026 annual meeting
Class A authorized shares before 2,250,000,000 shares Authorized Class A common stock prior to amendment
Class A authorized shares after 4,500,000,000 shares Authorized Class A common stock after amendment
Preferred authorized shares before 225,000,000 shares Authorized preferred stock prior to amendment
Preferred authorized shares after 450,000,000 shares Authorized preferred stock after amendment
Acquisition approval threshold $100,000,000 fair market value Class C stock consideration requiring independent director majority approval
Class A shares present 279,413,484 shares Class A common stock present or by proxy as of June 5, 2026 record date
Class B shares present 33,563,400 shares Class B common stock present or by proxy as of June 5, 2026 record date
Class C Split financial
"will become effective upon the effectiveness of the Class C Split"
2019 Equity Incentive Plan financial
"approved the amendment and restatement of the Company's 2019 Equity Incentive Plan"
Employee Stock Purchase Plan financial
"Amended and Restated 2019 Employee Stock Purchase Plan"
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
"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 Directors financial
"require the approval of a majority of the Independent Directors then in office"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
amended and restated certificate of incorporation regulatory
"approved the 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.
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Understanding 8-K Material Events →
false000147733300014773332026-06-302026-06-30

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): 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. ☐

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, 2025, 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 results of such vote were:

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

In connection with the Annual Meeting, the Company also solicited proxies with respect to the adjournment of the Annual Meeting, if necessary, for the purpose of soliciting additional proxies in favor of the proposals presented at the Annual Meeting (the “Adjournment Proposal”). As there were sufficient votes at the time of the Annual Meeting to approve each of the other proposals, the Adjournment Proposal was deemed unnecessary and such proposal was not submitted to the stockholders for approval at the Annual Meeting.
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: June 30, 2026By:/s/ Alissa Starzak
Alissa Starzak
Chief Legal Officer and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Cloudflare (NET) shareholders approve regarding new Class C stock?

Shareholders approved amendments to establish Cloudflare’s Class C common stock and implement a Class C Split. Related charter changes also provide equal treatment of Class A, B, and C for dividends, certain transactions, and in a liquidation scenario, aligning economic rights across all three classes.

How did Cloudflare (NET) change its authorized share counts?

Stockholders approved doubling authorized Class A common stock from 2,250,000,000 to 4,500,000,000 and increasing authorized preferred stock from 225,000,000 to 450,000,000. These changes expand Cloudflare’s capacity to issue additional equity and preferred securities for financing, compensation, or acquisitions in the future.

What governance protections did Cloudflare (NET) add for Class C stock acquisitions?

Cloudflare’s charter was amended so any acquisition using Class C common stock consideration with fair market value above $100,000,000 must be approved by a majority of independent directors. This inserts an additional oversight layer when using the new Class C shares in large, stock-based acquisition transactions.

Were Cloudflare (NET) executive compensation and equity plans approved?

Stockholders approved, on an advisory basis, the compensation of named executive officers and also approved amended and restated versions of the 2019 Equity Incentive Plan and 2019 Employee Stock Purchase Plan. These updated plans will take effect upon the effectiveness of the Class C Split described in the proxy.

Who was elected to Cloudflare (NET)’s board at the 2026 annual meeting?

Three Class I directors—Michelle Zatlyn, Scott Sandell, and Karim Lakhani—were elected to serve until Cloudflare’s 2029 annual meeting or until their successors are elected and qualified. Each director received a majority of votes cast, with additional broker non-votes reported for the election proposals.

What was shareholder turnout at the Cloudflare (NET) 2026 annual meeting?

Holders of 279,413,484 Class A shares and 33,563,400 Class B shares were present or represented by proxy, representing approximately 93.36% of total voting power entitled to vote. This level of participation established a quorum and allowed all proposals to be considered and decided at the meeting.

Filing Exhibits & Attachments

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