{"url_path":"/sec/net/8-k/2026-07-01/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1477333/0001477333-26-000044-index.html","accession_number":"0001477333-26-000044","cik":"0001477333","ticker":"NET","issuer_name":"Cloudflare, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1477333/0001477333-26-000044-index.html","primary_entity_key":"0001477333","primary_entity_name":"Cloudflare, Inc."},"word_count":957,"has_tables":true,"body_markdown":"Item 5.07    Submission of Matters to a Vote of Security Holders.\n\nAt the Annual Meeting, holders of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), were entitled to one vote on each proposal for each share held as of the close of business on June 5, 2026 (the “Record Date”), and holders of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), were entitled to ten votes on each proposal for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters submitted for a vote at the Annual Meeting. At the Annual Meeting, 279,413,484 shares of Class A Common Stock and 33,563,400 shares of Class B Common Stock, or approximately 93.36% of the total voting power of shares entitled to vote, were present virtually or represented by proxy, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on the following proposals, which are described in more detail in the Proxy Statement:\n\nProposal One - Election of Class I Directors. The following nominees were each elected as a Class I director to serve until the Company's 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified. The results of such vote were:\n\nNomineeForWithheldBroker Non-Votes\n\nMichelle Zatlyn568,227,35817,406,44829,413,678\n\nScott Sandell529,020,16756,613,63929,413,678\n\nKarim Lakhani466,502,593119,131,21329,413,678\n\nProposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026 was ratified. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n607,370,0766,894,441782,967—\n\nProposal Three - Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n445,922,069139,565,439146,29829,413,678\n\nProposal Four - Approval and Adoption of an Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation. The stockholders approved the amendment and restatement of the Company's amended and restated certificate of incorporation (comprising Proposals 4A through 4F), the form of which is attached as Appendix A-1 to the 2026 Proxy Statement.\n\nProposal 4A - Approval and Adoption of Amendments to the Current Certificate to Establish the Class C Common Stock. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to establish the Class C common stock, as disclosed in the 2026 Proxy Statement. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n382,323,567200,557,1252,753,11429,413,678\n\nProposal 4B - Approval and Adoption of Amendments to the Current Certificate to Increase the Number of Authorized Shares of Class A Common Stock. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of Class A Common Stock from 2,250,000,000 to 4,500,000,000. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n388,797,473194,113,1602,723,17329,413,678\n\nProposal 4C - Approval and Adoption of Amendments to the Current Certificate to Increase the Number of Authorized Shares of Preferred Stock. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of preferred stock from 225,000,000 to 450,000,000. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n386,747,387196,165,7022,720,71729,413,678\n\nProposal 4D - Approval and Adoption of Amendments to the Current Certificate to Implement the Class C Split. The stockholders approved the amendments to the Company’s amended and restated certificate of incorporation to implement the Class C Split. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n382,365,089200,521,4522,747,26529,413,678\n\nProposal 4E - Approval and Adoption of Amendments to the Current Certificate to Provide for the Equal Treatment of Shares of Class A Common Stock, Class B Common Stock, and Class C Common Stock. The stockholders approved the amendments to the Current Certificate to provide for the equal treatment of shares of Class A Common Stock, Class B Common Stock, and Class C common stock in connection with dividends and distributions, certain transactions, and upon the Company's liquidation, dissolution, or winding up. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n388,499,421194,390,4892,743,89629,413,678\n\nProposal 4F - Approval and Adoption of Amendments to the Current Certificate to Require the Approval of a Majority of the Independent Directors for Certain Acquisitions. The stockholders approved the amendments to the Current Certificate to require the approval of a majority of the Independent Directors then in office for any acquisition in which the Company would propose to issue shares of Class C common stock as consideration for such acquisition with a fair market value in excess of $100,000,000. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n389,151,530193,726,8192,755,45729,413,678\n\nProposal Five - Approval of the Amendment and Restatement of the Company's 2019 Equity Incentive Plan. The stockholders approved the amendment and restatement of the Company's 2019 Equity Incentive Plan. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n363,236,265212,379,05410,018,48729,413,678\n\nProposal Six - Approval of the Amendment and Restatement of the Company's Amended and Restated 2019 Employee Stock Purchase Plan. The stockholders approved the amendment and restatement of the Company's Amended and Restated 2019 Employee Stock Purchase Plan. The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n419,342,453166,193,70897,64529,413,678\n\nProposal Seven - Approval of One or More Adjournments of the Annual Meeting. The stockholders approved one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies in favor of the proposals presented at the Annual Meeting (the \"Adjournment Proposal\"). The results of such vote were:\n\nForAgainstAbstainedBroker Non-Votes\n\n406,791,018208,020,795235,671—\n\nAs there were sufficient votes at the time of the Annual Meeting to approve each of the other proposals, the Adjournment Proposal was rendered moot."}