Cloudflare (NET) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 5, 2025, to elect directors, ratify the auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of April 10, 2025, are eligible to vote on all proposals.

• The company reported strong financial performance in 2024, with revenue of $1.67 billion (up 29% YoY), improved gross margins, and positive non-GAAP net income.

• No annual cash bonus program was in place for executives in 2024; compensation focused on base salary and long-term equity incentives.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class III directors (Stacey Cunningham, Mark Hawkins, Carl Ledbetter) for terms expiring in 2028.

• Ratification of KPMG LLP as the independent registered public accounting firm for 2025 is on the agenda.

• An advisory (non-binding) vote on the compensation of named executive officers (Say-on-Pay) will be held.

• Shareholder proposals for the 2026 meeting must be submitted by December 22, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of nine directors, with a majority being independent under NYSE standards.

• The board is divided into three staggered classes, each serving three-year terms.

• Board diversity includes gender, age, and underrepresented communities.

• Scott Sandell serves as Lead Independent Director, facilitating communication between independent directors and management.

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent membership.

• The board encourages diversity and considers a wide range of qualifications for director nominees.