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.