Item 8.01. Other Events.
As previously disclosed on December 27, 2021, Cloudflare, Inc. ("Cloudflare" or
the "Company") filed a Current Report on Form 8-K (the "Original Filing") with
the Securities and Exchange Commission (the "SEC") to report that the
Compensation Committee of the Company's Board of Directors (the "Compensation
Committee") granted to each of Matthew Prince, the Company's Chief Executive
Officer, and Michelle Zatlyn, the Company's President and Chief Operating
Officer (each, a "Co-Founder"), a 10-year performance-based stock option that
vests and becomes exercisable only if the Company achieves certain stock price
milestones and the Co-Founder continues to remain in a primary leadership
position with the Company (the "Performance Awards").
This Form 8-K/A is being filed to update the disclosure under Item 8.01 of the
Original Filing to add information regarding the Amended Performance Awards
(defined below). The description below is qualified in its entirety by reference
to the full text of the Amended and Restated Performance Award Agreement, the
form of which is filed herewith as Exhibit 10.1 and is incorporated herein by
reference. Other than the foregoing, there are no changes to the disclosures
provided in the Original Filing.
Co-Founder Performance Awards
On April 20, 2022, the Compensation Committee approved an amendment to the
Performance Awards revising the terms of the stockholder approval necessary to
avoid forfeiture of the Performance Awards (the "Amended Performance Awards").
The Amended Performance Awards require the affirmative vote of a majority of the
voting power of all issued and outstanding shares of Class A common stock and
Class B common stock entitled to vote, as of the record date for such vote and
voting as a single class, excluding those shares of common stock held of record
or beneficially, directly or indirectly, by (i) the Co-Founders, (ii) the named
executive officers of the Company and other employees of the Company that were
awarded performance-based stock options under the Company's 2019 Equity
Incentive Plan (the "2019 Plan") effective as of February 14, 2022 and
(iii) certain of their respective affiliates (the "Disinterested Stockholders")
at the annual meeting or a special meeting of the Company's stockholders in 2022
(the "Meeting"). If a majority of the voting power held by the Disinterested
Stockholders do not approve the Amended Performance Awards by December 22, 2022,
the Amended Performance Awards will be immediately and automatically forfeited.
Other Information
The Company has filed with the SEC, and will furnish to its stockholders, a
proxy statement in connection with the Amended Performance Awards (the "Proxy
Statement") to be voted upon at the Meeting. The Proxy Statement contains
important information about the Amended Performance Awards and related matters.
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE AMENDED PERFORMANCE
AWARDS. Stockholders will be able to obtain free copies of these documents and
other documents filed with the SEC by the Company through the website maintained
by the SEC at www.sec.gov. In addition, stockholders will be able to obtain free
copies of these documents from the Company by contacting the Company's Investor
Relations by email at IR@cloudflare.com, or by going to the Company's Investor
Relations page on its website at https://cloudflare.NET.
Participants in the Solicitation
The directors and executive officers of the Company may be deemed to be
participants in the solicitation of proxies from the stockholders of the Company
in connection with the Amended Performance Awards. The information regarding the
interests of participants in the solicitation of proxies in respect of the
Meeting was included in the Proxy Statement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Form of Amended and Restated Performance Stock Option Agreement
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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