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 1, 2006
F5 Networks, Inc.
(Exact name of registrant as specified in its charter)
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| Washington
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000-26041
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91-1714307 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
401 Elliott Avenue West
Seattle, WA 98119
(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:
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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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 2006, the Board of Directors (the “Board”) of F5 Networks, Inc. (the “Company”)
approved a compensation arrangement for the members of all current and future special committees of
the Board, including the special committee that had been created to conduct a further review of the
Company’s historical stock option practices and the special committee that had been created to
investigate, evaluate and consider one or more new “independent directors.” Upon the
recommendation of the Compensation Committee of the Board, the Board approved paying the members of
such committees at the same then-current rate and on the same then-current terms payable to members
of the Company’s current standing Board committees for their participation on such other
committees. As such, each member of a special committee will be paid $750.00 for each special
committee meeting attended by such member in person or by telephone, including meetings attended by
such members prior to September 1, 2006. Such compensation is in addition to the fees payable to
directors for their service on the Board and its committees and for attendance at Board meetings or
meetings of the other Board committees.