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(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 class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common
Stock, $0.001 par value
iNET
iNew 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:
Nominee
For
Withheld
Broker
Non-Votes
Scott Sandell
469,657,302
130,620,612
44,379,221
Michelle Zatlyn
535,818,854
64,459,060
44,379,221
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:
For
Against
Abstained
Broker
Non-Votes
643,402,965
882,004
372,166
—
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:
For
Against
Abstained
Broker
Non-Votes
442,513,765
157,079,612
684,537
44,379,221
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
104
Cover
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.