UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 9, 2025, Palo Alto Networks, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan by 10,000,000 shares.
The foregoing description of the 2021 Plan is qualified in its entirety by reference to the full text of the amended and restated 2021 Plan, filed as Exhibit 10.1 hereto.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of the Company was held on December 9, 2025. At the Annual Meeting, the Company’s shareholders voted on the following six proposals and cast their votes as described below.
1. The following individuals were elected at the Annual Meeting to serve as Class II directors of the Company until the Company’s 2028 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:
| Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| John M. Donovan |
376,253,404 | 100,772,985 | 2,410,262 | 99,483,700 | ||||
| James J. Goetz |
448,899,907 | 29,604,761 | 931,983 | 99,483,700 | ||||
| Helle Thorning-Schmidt |
475,853,088 | 2,525,395 | 1,058,168 | 99,483,700 |
2. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2026.
| Votes For |
Votes Against |
Abstentions | ||
| 563,913,034 | 13,982,420 | 1,024,897 |
3. The shareholders cast their votes with respect to an advisory resolution on named executive officer compensation as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 221,211,579 | 253,792,757 | 4,432,315 | 99,483,700 |
4. An amendment to the 2021 Plan to increase the number of shares reserved for future issuance under the 2021 Plan was approved.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 452,562,682 | 22,624,650 | 4,249,319 | 99,483,700 |
5. A shareholder proposal regarding a policy addressing the impact of share repurchases on financial performance metrics was not approved.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 14,772,873 | 458,665,165 | 5,998,613 | 99,483,700 |
6. A shareholder proposal regarding electing each of our directors annually was approved.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 443,608,224 | 29,292,421 | 6,536,006 | 99,483,700 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Amended and Restated 2021 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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.
| PALO ALTO NETWORKS, INC. | ||
| By: | /s/ Bruce Byrd | |
| Bruce Byrd | ||
| Executive Vice President | ||
| General Counsel and Secretary | ||
Date: December 11, 2025