CloudFlare Inc.

06/30/2026 | Press release | Distributed by Public on 06/30/2026 14:56

Proxy Results, Management Change/Compensation (Form 8-K)

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:
Nominee For Withheld Broker Non-Votes
Michelle Zatlyn 568,227,358 17,406,448 29,413,678
Scott Sandell 529,020,167 56,613,639 29,413,678
Karim Lakhani 466,502,593 119,131,213 29,413,678
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:
For Against Abstained Broker Non-Votes
607,370,076 6,894,441 782,967 -
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:
For Against Abstained Broker Non-Votes
445,922,069 139,565,439 146,298 29,413,678
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:
For Against Abstained Broker Non-Votes
382,323,567 200,557,125 2,753,114 29,413,678
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:
For Against Abstained Broker Non-Votes
388,797,473 194,113,160 2,723,173 29,413,678
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:
For Against Abstained Broker Non-Votes
386,747,387 196,165,702 2,720,717 29,413,678
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:
For Against Abstained Broker Non-Votes
382,365,089 200,521,452 2,747,265 29,413,678
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:
For Against Abstained Broker Non-Votes
388,499,421 194,390,489 2,743,896 29,413,678
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:
For Against Abstained Broker Non-Votes
389,151,530 193,726,819 2,755,457 29,413,678
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:
For Against Abstained Broker Non-Votes
363,236,265 212,379,054 10,018,487 29,413,678
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:
For Against Abstained Broker Non-Votes
419,342,453 166,193,708 97,645 29,413,678
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:
For Against Abstained Broker Non-Votes
406,791,018 208,020,795 235,671 -
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.
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