F5 (FFIV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for March 12, 2026, with a record date of January 6, 2026, and will be held virtually.

• Shareholders will vote on electing eight directors, approving the 2026 Incentive Award Plan, an advisory vote on executive compensation, and ratifying PricewaterhouseCoopers LLP as auditor.

• Fiscal 2025 saw $3.1B in revenue (10% growth), $950M cash flow from operations, $692M GAAP net income, and $500M returned to shareholders via repurchases.

• Company emphasizes application delivery and security, with a focus on AI and digital transformation.

Voting matters and shareholder proposals

• Proposals include election of eight directors, approval of the 2026 Incentive Award Plan, advisory vote on executive compensation, and auditor ratification.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by September 28, 2026.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent; all directors elected annually.

• Chair and CEO roles to be combined; Lead Independent Director role established for enhanced oversight.

• Board committees: Audit, Risk, Compensation, and Nominating, all with independent members.

• Board diversity includes gender, ethnicity, and professional backgrounds.

• Stock ownership guidelines require directors to own shares equal to five times their annual retainer.