F5 (FFIV) Proxy Filing summary

Executive summary

• Proposal No. 2 seeks approval for the 2026 Incentive Award Plan with a 3.5M share reserve, expected to last 2–3 years.

• The plan's potential dilution ranks below the 60th percentile of peers, reflecting disciplined share usage.

• 86% of FY2025 grants went to non-executive employees, supporting broad-based equity and talent retention.

• Share repurchases have consistently exceeded shares used for equity compensation, demonstrating commitment to shareholder returns.

Voting matters and shareholder proposals

• Board unanimously recommends voting FOR Proposal No. 2, the 2026 Incentive Award Plan.

• Shares available under the prior plan are insufficient for projected needs.

Board of directors and corporate governance

• Over 60% of the board refreshed in the past 5 years, with 7 of 8 directors independent.

• Board members bring diverse skills in strategy, risk management, software, M&A, and human capital.

• Board demographics reflect broad representation, including gender and ethnic diversity.