8-K

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):

June 14, 2021

F5 Networks, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-26041	91-1714307
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

801 5th Avenue
Seattle	,	WA	98104
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (206) 272-5555

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:

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

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

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

☐ 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
Common stock, no par value	FFIV	NASDAQ Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 14, 2021, the Board of Directors (the "Board") of F5 Networks, Inc. (the "Company") appointed Mr. Michael Montoya as a director. Mr. Montoya will serve as a member of the Board’s Audit and Risk Oversight Committee.

In connection with his services as a director, Mr. Montoya will be entitled to the customary compensation arrangements for the Company's non-employee directors (including entering into the Company's standard indemnification agreement for directors and officers); an annual retainer in the amount of $60,000; and an annual payment of $20,000 as a member of the Audit and Risk Oversight Committee. The Board is expected to approve a grant to Mr. Montoya to be made effective August 2, 2021 under the Company's 2014 Incentive Plan of restricted stock units having a grant date value of $250,000.

Item 8.01 Other Events

On June 17, 2021, the Company issued a press release announcing the election to the Board of Mr. Montoya. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1	Press Release of F5 Networks, Inc. dated June 17, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	F5 NETWORKS, INC.  (Registrant)
Date: June 17, 2021	By:	/s/ Scot F. Rogers
		Scot F. Rogers
		Executive Vice President and General Counsel

EX-99.1

For more information contact:

Investors

Suzanne DuLong

(206) 272-7049

s.dulong@f5.com

Media

Rob Gruening

(206) 272-6208

r.gruening@f5.com

F5 Adds Michael Montoya to Board of Directors

SEATTLE, JUNE 17, 2021 –F5 Networks (NASDAQ: FFIV) today announced the appointment of Michael Montoya, Chief Information Security Officer at Equinix, the world's digital infrastructure company, to its Board of Directors. Montoya, 50, joins F5’s Board effective immediately, bringing a strong background leading comprehensive cybersecurity programs for large global organizations.

“Michael’s expertise in information security, risk governance, and data privacy will bring a valuable perspective for F5 and our Board,” said Alan Higginson, chairman of the board of F5. “His extensive experience developing and managing global enterprise cloud security operations make him an ideal addition to our Board as we leverage and extend F5’s application security leadership.”

In his current role, Montoya is responsible for leading Equinix's global cybersecurity risk program. His responsibilities include evolving the company's information security program and defining Equinix’s future cybersecurity roadmap, enterprise risk management and compliance programs.

Prior to Equinix, Montoya was Senior Vice President and Chief Information Security Officer at Digital Realty and previously served in numerous leadership roles at Microsoft, including as Chief Cybersecurity Officer, Asia, leading security initiatives and operations for the development and delivery of Microsoft cloud security products and services. Montoya also held leadership positions at FireEye, EMC Corporation, and Avanade Inc.

Montoya earned a B.A. degree in Economics from the University of New Mexico and holds advisor roles for several early-stage security companies.

F5’s Board is committed to adding strong new voices through transformation. With Montoya’s appointment, F5’s Board expands to ten members, nine of whom are independent. In addition, seven of F5’s Board members are diverse and in the past five years, 100% of new directors added and currently serving on the Board are diverse.

About F5

F5 (NASDAQ: FFIV) is a multi-cloud application security and delivery company that enablesour customers—which include the world’s largest enterprises, financial institutions, service providers, and governments—to bring extraordinary digital experiences to life. For more information, go to f5.com. You can also follow @F5 on Twitter or visit us on LinkedIn and Facebook for more information about F5, its partners, and technologies.

F5 is a trademark, service mark, or tradename of F5 Networks, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.

Source: F5 Networks

XML

Cover Page Document	Jun. 14, 2021
Cover [Abstract]
Title of 12(b) Security	Common stock, no par value
Entity Central Index Key	0001048695
City Area Code	206
Entity Address, Address Line One	801 5th Avenue
Entity Incorporation, State or Country Code	WA
Document Type	8-K
Document Period End Date	Jun. 14, 2021
Entity Registrant Name	F5 Networks, Inc.
Entity File Number	000-26041
Entity Tax Identification Number	91-1714307
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98104
Local Phone Number	272-5555
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity Emerging Growth Company	false
Trading Symbol	FFIV
Security Exchange Name	NASDAQ