Current Report Filing (8-k)
September 14 2018 - 4:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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)
September 12, 2018
PALO ALTO
NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35594
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20-2530195
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3000 Tannery Way
Santa Clara, California 95054
(Address of principal executive office, including zip code)
(408) 753-4000
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On September 12, 2018, the board of directors (the Board) of Palo Alto Networks, Inc. (Palo Alto Networks) amended and restated
the bylaws of Palo Alto Networks (as amended and restated, the Bylaws) to, among other things, implement proxy access.
Section 2.15 has
been added to the Bylaws to allow a stockholder or a group of no more than 20 stockholders to include nominees for director in Palo Alto Networks proxy materials for an annual meeting of stockholders. More specifically, stockholders or groups
of stockholders who have maintained continuous ownership of 3% or more of Palo Alto Networks common stock for at least three years may collectively include a number of director nominees not exceeding the greater of (A) two or (B) 20% of
the number of directors in office. Proxy access will first be available in connection with Palo Alto Networks 2019 annual meeting of stockholders.
Palo Alto Networks has engaged in discussions with a number of its stockholders to assess their views on proxy access, allowing the Board to implement terms
that it believes will provide meaningful proxy access rights for stockholders while furthering the long-term interests of Palo Alto Networks and its stockholders.
In addition, Section 2.4(a) of the Bylaws has been amended to adjust the dates on which director nominations (not made by means of proxy access) or
proposals of other business must be received by Palo Alto Networks in order to be in compliance with the Bylaws. Beginning with Palo Alto Networks 2019 annual meeting of stockholders, such nominations and proposals must be submitted in
accordance with the Bylaws not later than the 90th day nor earlier than the 120th day before the
one-year
anniversary of the date of the preceding years annual meeting.
The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and
incorporated by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
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PALO ALTO NETWORKS, INC.
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By:
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/s/ N
IKESH
A
RORA
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Nikesh Arora
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Chief Executive Officer
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Date: September 14, 2018
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