F5, INC. 8-K

What Happened
F5, Inc. (FFIV) filed an 8-K on March 13, 2026, reporting that at its March 12, 2026 annual meeting shareholders approved the F5, Inc. 2026 Incentive Award Plan and the Board adopted a Non-Employee Director Compensation Program. The Incentive Plan adds 3,500,000 new shares of common stock issuable under the plan, plus any shares that remained available under the prior incentive plan. All eight director nominees were elected and PricewaterhouseCoopers LLP was ratified as the independent auditor.

Key Details

• Shares present at the meeting: 52,050,157 (in person or by proxy).
• Incentive Plan approval vote: For 32,363,363; Against 16,116,797; Abstain 69,558; Broker non-votes 3,500,439 (approved with ~67% of votes cast in favor).
• Director elections: Eight directors elected — Marianne N. Budnik, Elizabeth L. Buse, Michel Combes, Tami Erwin, Julie Gonzalez, François Locoh-Donou, Maya McReynolds, Nikhil Mehta.
• Advisory vote on executive compensation (say-on-pay): For 44,809,245; Against 3,486,265; Abstain 254,208.
• Ratification of auditor (PwC): For 47,386,756; Against 4,534,667; Abstain 128,734.
• The full texts of the Incentive Plan and Director Compensation Program are filed as Exhibits 10.1 and 10.2 to the 8-K.

Why It Matters
Approval of the 2026 Incentive Award Plan authorizes additional equity awards (3.5 million new shares), which the company can use for employee and executive compensation — a potential source of shareholder dilution over time. The board’s adoption of a formal Non-Employee Director Compensation Program sets or updates pay for outside directors and can affect corporate governance and director alignment. The election of directors, strong say-on-pay support, and auditor ratification confirm continuity in management and oversight following the annual meeting.