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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 9, 2020, Palo Alto Networks, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 77,259,767 shares of the Company’s common stock, or approximately 81.35% of the total shares entitled to vote, were present in person or by proxy. The matters before the Annual Meeting were described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the United States Securities and Exchange Commission on October 20, 2020.
Proposal One – Election of Directors. The following nominees were elected as Class III directors to serve until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Nikesh Arora |
38,184,184 | 26,121,857 | 12,953,726 | |||||||||
| Carl Eschenbach |
17,750,430 | 46,555,611 | 12,953,726 | |||||||||
| Lorraine Twohill |
28,531,697 | 35,774,344 | 12,953,726 | |||||||||
Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2021 was ratified.
| Votes For |
Votes Against |
Abstentions | ||
| 76,172,243 |
1,022,602 | 64,922 |
Proposal Three – Advisory Vote on Executive Compensation. The Company’s stockholders cast their votes with respect to an advisory vote on executive compensation as follows:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 25,773,923 |
37,842,207 | 689,911 | 12,953,726 | |||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PALO ALTO NETWORKS, INC. | ||
| By: | /s/ Luis Felipe Visoso | |
| Luis Felipe Visoso | ||
| Chief Financial Officer | ||
Date: December 10, 2020
