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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 9, 2010
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
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Washington
(State or other jurisdiction
of incorporation)
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000-26041
(Commission File Number)
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91-1714307
(I.R.S. Employer
Identification No.) |
401 Elliot Avenue West
Seattle, Washington 98119
(Address of principal executive offices) (Zip code)
(206) 272-5555
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
5.02(d) — On September 9, 2010, the Board of Directors (the “Board”) of F5 Networks, Inc. (the
“Company”) elected John Chapple as a Class I director. In connection with his services as a
director, Mr. Chapple will be entitled to the customary compensation arrangements for the Company’s
non-employee directors; an annual retainer in the amount of $40,000, $1,500 for each in-person
board meeting, $750 for each telephonic board meeting, $1,000 for each in-person committee meeting
and $750 for each telephonic committee meeting. In addition, Mr. Chapple will be awarded 2,089
restricted stock units (“RSUs”) under the Company’s 2005 Equity Incentive Plan, which grant shall
be issued on November 1, 2010, and would fully vest on the day prior to the annual meeting of
shareholders for fiscal year 2010. No arrangement or understanding
exists between Mr. Chapple and any other person pursuant to which he
was selected as a director.
On September 13, 2010, the Company issued a press release announcing Mr. Chapple’s election. A copy
of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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Description |
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99.1 |
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Press Release of F5 Networks, Inc. dated September 13, 2010. |
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SIGNATURE
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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| F5 NETWORKS, INC. |
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By:
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/s/ John McAdam |
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John McAdam |
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President and Chief Executive Officer
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Dated: September 13, 2010
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
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99.1 |
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Press Release of F5 Networks, Inc. dated September 13, 2010. |
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