Palo Alto Networks (NASDAQ: PANW) investors back equity plan and governance changes

Rhea-AI Filing Summary

Palo Alto Networks, Inc. reported the results of its 2025 Annual Meeting of Shareholders. Shareholders approved an amendment to the 2021 Equity Incentive Plan, adding 10,000,000 shares of common stock reserved for future issuance, increasing the pool of equity available for employee and director compensation.

Shareholders elected Class II directors John M. Donovan, James J. Goetz and Helle Thorning-Schmidt to serve until the 2028 annual meeting, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending July 31, 2026. An advisory vote on named executive officer compensation received 221,211,579 votes for, 253,792,757 against and 4,432,315 abstentions. A shareholder proposal on a policy addressing the impact of share repurchases on financial performance metrics was not approved, while a proposal to elect all directors annually was approved.

Insights

Corporate governance and compensation analyst

Palo Alto Networks shareholders expanded equity incentives and sent mixed signals on governance and pay.

Shareholders approved increasing the 2021 Equity Incentive Plan reserve by 10,000,000 shares of common stock, which expands the capacity for stock-based compensation. This can help the company continue using equity to attract and retain employees and directors, while also implying potential future dilution as those awards are granted and vest over time.

The meeting confirmed board and audit stability, with three Class II directors elected to terms running to the 2028 annual meeting and Ernst & Young LLP ratified as auditor for the fiscal year ending July 31, 2026. Governance preferences were visible in voting: the advisory resolution on named executive officer compensation drew 221,211,579 votes for and 253,792,757 against, and shareholders approved a proposal to elect all directors annually, indicating support for a move toward annual director elections.

Palo Alto Networks Inc false 0001327567 0001327567 2025-12-09 2025-12-09

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) December 9, 2025

PALO ALTO NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35594		20-2530195
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3000 Tannery Way

Santa Clara, California 95054

(Address of principal executive office, including zip code)

(408) 753-4000

(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:

☐ 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, $0.0001 par value per share		PANW		The Nasdaq Stock Market LLC

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 December 9, 2025, Palo Alto Networks, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan by 10,000,000 shares.

The foregoing description of the 2021 Plan is qualified in its entirety by reference to the full text of the amended and restated 2021 Plan, filed as Exhibit 10.1 hereto.

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

The Annual Meeting of the Company was held on December 9, 2025. At the Annual Meeting, the Company’s shareholders voted on the following six proposals and cast their votes as described below.

1.  The following individuals were elected at the Annual Meeting to serve as Class II directors of the Company until the Company’s 2028 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:

Nominee		Votes For		Votes Against		Abstentions		Broker Non-Votes
John M. Donovan		376,253,404		100,772,985		2,410,262		99,483,700
James J. Goetz		448,899,907		29,604,761		931,983		99,483,700
Helle Thorning-Schmidt		475,853,088		2,525,395		1,058,168		99,483,700

2.  The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2026.

Votes For		Votes Against		Abstentions
563,913,034		13,982,420		1,024,897

3.  The shareholders cast their votes with respect to an advisory resolution on named executive officer compensation as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
221,211,579		253,792,757		4,432,315		99,483,700

4.  An amendment to the 2021 Plan to increase the number of shares reserved for future issuance under the 2021 Plan was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
452,562,682		22,624,650		4,249,319		99,483,700

5.  A shareholder proposal regarding a policy addressing the impact of share repurchases on financial performance metrics was not approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
14,772,873		458,665,165		5,998,613		99,483,700

6.  A shareholder proposal regarding electing each of our directors annually was approved.

Votes For		Votes Against		Abstentions		Broker Non-Votes
443,608,224		29,292,421		6,536,006		99,483,700

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		Amended and Restated 2021 Equity Incentive Plan
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

PALO ALTO NETWORKS, INC.
By:		/s/ Bruce Byrd
		Bruce Byrd
		Executive Vice President
		General Counsel and Secretary

Date: December 11, 2025

FAQ

What did Palo Alto Networks (PANW) shareholders approve at the 2025 Annual Meeting?

Shareholders approved an amendment to the 2021 Equity Incentive Plan to increase the shares reserved for issuance by 10,000,000, re-elected three Class II directors, ratified Ernst & Young LLP as auditor for the fiscal year ending July 31, 2026, and approved a shareholder proposal to elect all directors annually.

How many additional shares were added to Palo Alto Networks' 2021 Equity Incentive Plan?

The amendment to the 2021 Equity Incentive Plan increased the number of shares of common stock reserved for issuance under the plan by 10,000,000 shares, expanding the equity available for future stock-based awards.

Which directors were elected at Palo Alto Networks' 2025 Annual Meeting and for how long?

Shareholders elected John M. Donovan, James J. Goetz, and Helle Thorning-Schmidt as Class II directors. Each will serve until the company’s 2028 Annual Meeting of Shareholders or until a successor is duly elected and qualified.

Who is Palo Alto Networks' independent auditor following the 2025 Annual Meeting?

Shareholders ratified Ernst & Young LLP as Palo Alto Networks’ independent registered public accounting firm for the fiscal year ending July 31, 2026, with 563,913,034 votes for, 13,982,420 against and 1,024,897 abstentions.

How did Palo Alto Networks shareholders vote on named executive officer compensation?

In the advisory vote on named executive officer compensation, shareholders cast 221,211,579 votes for, 253,792,757 votes against and 4,432,315 abstentions, with 99,483,700 broker non-votes.

What happened to the shareholder proposals on share repurchases and annual director elections at Palo Alto Networks?

A shareholder proposal regarding a policy addressing the impact of share repurchases on financial performance metrics was not approved, receiving 14,772,873 votes for and 458,665,165 against. A separate shareholder proposal to elect all directors annually was approved, with 443,608,224 votes for and 29,292,421 against.

Did Palo Alto Networks file any exhibits related to its 2021 Equity Incentive Plan?

Yes. The company filed the Amended and Restated 2021 Equity Incentive Plan as Exhibit 10.1, along with the cover page interactive data file formatted as Inline XBRL as Exhibit 104.