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Cloudflare, Inc. – ‘8-K’ for 6/1/23

On:  Monday, 6/5/23, at 4:35pm ET   ·   For:  6/1/23   ·   Accession #:  1477333-23-48   ·   File #:  1-39039

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  As Of               Filer                 Filing    For·On·As Docs:Size

 6/05/23  Cloudflare, Inc.                  8-K:5,9     6/01/23   10:176K

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     46K 
 5: R1          Document and Entity Information Document            HTML     45K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
 6: XML         XBRL Instance -- cloud-20230601_htm                  XML     21K 
 7: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 3: EX-101.LAB  XBRL Labels -- cloud-20230601_lab                    XML     66K 
 4: EX-101.PRE  XBRL Presentations -- cloud-20230601_pre             XML     33K 
 2: EX-101.SCH  XBRL Schema -- cloud-20230601                        XSD     10K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    17K 
10: ZIP         XBRL Zipped Folder -- 0001477333-23-000048-xbrl      Zip     16K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C:  C: 
  cloud-20230601  
 i false i 000147733300014773332023-06-012023-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  i June 1, 2023

 i Cloudflare, Inc.
(Exact name of registrant as specified in its charter)
 i Delaware
 i 001-39039
 i 27-0805829
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 i 101 Townsend Street
 i San Francisco,  i CA
 i 94107
(Address of principal executive offices)(Zip code)
( i 888)  i 993-5273
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 i     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 i     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
 i Class A Common Stock, $0.001 par value i NET i New York Stock Exchange

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  i 

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 June 1, 2023, Cloudflare, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Holders of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on April 10, 2023 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters submitted for a vote at the Annual Meeting. At the Annual Meeting, 248,398,725 shares of Class A Common Stock and 39,625,841 shares of Class B Common Stock, or approximately 90.36% of the total voting power of shares entitled to vote, were present virtually or represented by proxy and voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 20, 2023 (the "2023 Proxy Statement"):

Proposal One - Election of Class I Directors. The following nominees were each elected as a Class I director to serve until the Company's 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified. The results of such vote were:

NomineeForWithheldBroker Non-Votes
Scott Sandell469,657,302130,620,61244,379,221
Michelle Zatlyn535,818,85464,459,06044,379,221

Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was ratified. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
643,402,965882,004372,166

Proposal Three - Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2023 Proxy Statement. The results of such vote were:

ForAgainstAbstainedBroker Non-Votes
442,513,765157,079,612684,53744,379,221

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104Cover Page Interactive Data File (formatted as Inline XBRL)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cloudflare, Inc.
Dated: June 5, 2023By:/s/ Douglas Kramer
Douglas Kramer
General Counsel and Secretary



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/23
Filed on:6/5/23
For Period end:6/1/23144,  4
4/20/23ARS,  DEF 14A,  DEFA14A
4/10/23144,  4
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Filing Submission 0001477333-23-000048   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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