Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 8, 2016



Palo Alto Networks, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-35594   20-2530195

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)

4401 Great America Parkway

Santa Clara, California 95054

(Address of principal executive office, including zip code)

(408) 753-4000

(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):


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))




Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 8, 2016, Palo Alto Networks, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, proxies representing 91,209,982 shares of the Company’s common stock, or approximately 90% of the total shares entitled to vote, were present. The matters before the Annual Meeting were described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on October 24, 2016.

Proposal One – Election of Directors. The following nominees were elected as Class II directors to serve until the 2019 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.



  Votes For     Votes Withheld     Broker Non-Votes  
Mark D. McLaughlin     64,998,854        2,208,760        14,450,680   
Asheem Chandna     65,707,115        1,500,499        14,450,680   
James Goetz     65,424,943        1,782,671        14,450,680   

The Company’s Board of Directors is comprised of ten members who are divided into three classes with overlapping three-year terms. The term of the Company’s Class III directors, Frank Calderoni, Carl Eschenbach and Daniel J. Warmenhoven, will expire at the 2017 Annual Meeting of Stockholders. The term of the Company’s Class I directors, Mary Pat McCarthy, John M. Donovan, Stanley J. Meresman and Nir Zuk will expire at the 2018 Annual Meeting of Stockholders.

Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending July 31, 2017 was ratified.


Votes For

  Votes Against     Abstentions  
81,347,974     249,325        60,995   

Proposal Three – Advisory Resolution to Approve Executive Compensation. The Company’s stockholders cast their votes with respect to an advisory resolution to approve executive compensation as follows:


Votes For

  Votes Against     Abstentions     Broker Non-Votes  
19,673,149     47,459,485        74,980        14,450,680   


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.



/s/ Mark D. McLaughlin

  Mark D. McLaughlin
  Chief Executive Officer and Director

Date: December 12, 2016