Palo Alto(PANW) - 2025 Q4 - Annual Results

ARTICLE I Corporate Offices This article defines the corporation's official registered office and grants the board authority to establish other offices Registered Office This section establishes that the corporation's registered office is defined within its certificate of incorporation - The official registered office of Palo Alto Networks, Inc. is specified in the company's certificate of incorporation[7] Other Offices This section grants the board of directors the authority to establish additional corporate offices as needed - The board of directors holds the authority to establish other business offices at any location where the corporation is qualified to operate[8] ARTICLE II Meetings of Stockholders This article details the comprehensive rules governing stockholder meetings, including location, annual and special meeting procedures, advance notice requirements for proposals and nominations, voting, and proxy access Place of Meetings This section outlines that stockholder meetings can be held at any physical location designated by the board, or conducted virtually via remote communication - The board of directors has the discretion to determine the location of stockholder meetings, which can be held physically (within or outside Delaware) or solely by remote communication[10] - If no specific location is designated, meetings will be held at the corporation's principal executive office[10] Annual Meeting This section specifies that the board of directors is responsible for setting the date, time, and place for the annual stockholder meeting, where directors are elected and other business is transacted - The annual meeting is for the election of directors and transaction of other proper business, with the specific date, time, and location determined by the board of directors[11] Special Meeting This section strictly limits the authority to call special stockholder meetings to the board of directors, chairperson, CEO, or president, and restricts the business conducted to the purposes stated in the meeting notice - Special stockholder meetings may only be called by the board of directors, the chairperson of the board, the CEO, or the president. Stockholders do not have the right to call special meetings[12] - Business at a special meeting is limited to the purposes specified in the meeting notice[13] Advance Notice Procedures This section details the comprehensive procedures, deadlines, and information requirements for stockholders wishing to bring business or nominate directors at annual or special meetings Advance Notice of Stockholder Business Defines the exclusive process for a stockholder to introduce business at an annual meeting, requiring timely and detailed written notice to the corporation - For a stockholder to properly bring business before an annual meeting, they must be a stockholder of record and provide timely, proper written notice[15] Notice Window for Stockholder Business | Condition | Notice Deadline | | :--- | :--- | | Standard Annual Meeting | Not earlier than 120 days and not later than 90 days before the one-year anniversary of the previous year's annual meeting | | Meeting date changed significantly | Not earlier than 120 days prior and not later than the 90th day prior or the 10th day after the public announcement of the new meeting date | - The notice must include a detailed description of the proposed business, the stockholder's identity, their share ownership, any material interest in the business, and other information required under SEC rules[19][21] Advance Notice of Director Nominations at Annual Meetings Establishes the formal requirements for stockholders to nominate director candidates at an annual meeting, which includes submitting extensive information about the nominee and the nominating stockholder - Stockholder nominations for directors must follow the same notice timeline as other stockholder business (120-90 day window)[24] - The notice must include detailed information about the nominee, such as their background, qualifications, share ownership, and a completed questionnaire[25][26] - Nominees must provide a written agreement to comply with all corporate policies and fiduciary duties if elected[26] Additional Disclosure Requirements Mandates further disclosures from nominating stockholders regarding any agreements, derivative instruments, or financial interests related to the corporation or the nomination - Stockholders must disclose any agreements or understandings with other persons regarding the nomination or proposal[30] - A description of all derivative instruments or hedging transactions related to the company's securities held by the stockholder or their associates must be provided[31] - Any significant equity interests in a competitor of the corporation must also be disclosed[32] Advance Notice of Director Nominations for Special Meetings Sets forth the procedure for director nominations at special meetings, which is only permitted if the board has determined that directors will be elected at that meeting - Stockholders can only nominate directors at a special meeting if the board of directors has decided that directors will be elected at that meeting[33] - Notice must be received no later than the 90th day before the meeting or the 10th day after the public announcement of the meeting date and board nominees[33] General Grants the chairperson of the meeting the authority to disqualify any nomination or business that does not comply with the bylaws and requires the nominating stockholder to be present - The chairperson of the meeting has the power to determine if a nomination or business proposal was made in accordance with the bylaws and can disregard any that were not[36] - If the stockholder or a qualified representative does not appear at the meeting to present the nomination or business, it will be disregarded[36] - Stockholders must update their submitted information to ensure it remains accurate as of the record date and shortly before the meeting date[37] Notice of Stockholders' Meetings This section mandates that written notice for any stockholder meeting must be provided to each stockholder between 10 and 60 days prior to the meeting date - Written notice of any stockholder meeting must be given not less than 10 nor more than 60 days before the meeting date[42] - The notice must state the place, date, hour, and means of remote communication for the meeting. For special meetings, the purpose must also be stated[42] Quorum This section defines a quorum for stockholder meetings as the presence, in person or by proxy, of a majority of the stock issued, outstanding, and entitled to vote - A quorum is constituted by the holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy[43] - If a quorum is not present, the meeting can be adjourned until a quorum is achieved[44] Adjournments and Postponements; Notice This section grants the chairperson or the board the authority to adjourn or postpone stockholder meetings and outlines the notice requirements for such actions - The chairperson of the meeting or the board of directors can adjourn a meeting at any time, for any reason, even if a quorum is present[45] - Notice of an adjourned meeting is not required if the new time and place are announced at the original meeting, unless the adjournment is for more than 30 days[45][46] Conduct of Business This section empowers the board of directors and the meeting chairperson to establish and enforce rules and procedures for the orderly conduct of stockholder meetings - The board of directors or the chairperson of the meeting has the authority to prescribe rules and procedures for the proper conduct of the meeting[47] - These rules can include setting an agenda, maintaining order, limiting participation time, and determining when polls open and close[47] Voting This section details voting rights and thresholds, specifying one vote per share, a majority vote for most matters, and a majority of votes cast for uncontested director elections - Each stockholder is entitled to one vote for each share of capital stock held[50] - In uncontested elections, directors are elected by a majority of votes cast (more 'for' votes than 'against' votes). In contested elections, a plurality vote standard applies[50] - All other matters are decided by the affirmative vote of a majority of the voting power present and entitled to vote on the subject[50] Stockholder Action by Written Consent Without a Meeting This section explicitly prohibits stockholders from taking action by written consent, requiring all actions to be conducted at a duly called meeting - Any action required or permitted to be taken by stockholders must occur at a duly called annual or special meeting and cannot be effected by written consent[51] Record Dates This section authorizes the board of directors to set a record date to determine which stockholders are entitled to receive notice of, and vote at, a meeting - The board may fix a record date, which shall not be more than 60 nor less than 10 days before the date of a stockholder meeting, to determine stockholders entitled to notice and to vote[52] - If no record date is fixed by the board, it defaults to the close of business on the day before the notice is given[54] Proxies This section outlines the rules for stockholders to authorize another person to vote on their behalf via proxy, and reserves the use of white proxy cards for the board of directors - Stockholders can authorize others to act for them by proxy. A proxy is generally valid for three years unless a longer period is specified[57] - Stockholders soliciting proxies may use any proxy card color except white, which is reserved for the exclusive use of the board of directors[57] List of Stockholders Entitled to Vote This section requires the corporation to prepare a complete list of stockholders entitled to vote and make it available for examination by any stockholder for at least 10 days prior to a meeting - A complete list of stockholders entitled to vote must be prepared at least 10 days before every meeting[58] - The list must be open to examination by any stockholder for any purpose germane to the meeting, either on an electronic network or at the corporation's principal place of business[59] Inspectors of Election This section mandates the appointment of one or three inspectors of election by the board to oversee the voting process at stockholder meetings, ensuring fairness and accuracy - The board shall appoint one or three inspectors of election to act at any stockholder meeting[60] - Inspectors are responsible for ascertaining the number of outstanding shares, determining the validity of proxies and ballots, counting all votes, and certifying the results[61] Proxy Access for Director Nominations This section provides a 'proxy access' right, allowing a stockholder or group of up to 20 stockholders owning at least 3% of the company's stock for three continuous years to nominate directors and have them included in the company's official proxy materials Proxy Access Eligibility and Limits | Requirement | Details | | :--- | :--- | | Ownership Threshold | 3% of outstanding common stock | | Holding Period | Continuous ownership for at least 3 years | | Stockholder Group Size | Limited to a maximum of 20 stockholders | | Number of Nominees | The greater of two directors or 20% of the board size | - The notice for a proxy access nomination must be delivered between 120 and 150 days prior to the anniversary of the previous year's proxy statement mailing date[65] - The corporation can exclude a stockholder nominee for various reasons, including if the nominee is not independent, if their election would violate laws or listing standards, or if they are an officer or director of a competitor[80] ARTICLE III Directors This article outlines the powers, number, election, qualification, term, resignation, vacancies, meetings, quorum, compensation, and removal of the corporation's directors Powers This section establishes that the business and affairs of the corporation are managed by or under the direction of the board of directors - The board of directors is vested with the power to manage or direct the management of the corporation's business and affairs[86] Number of Directors This section specifies that the exact number of directors on the board is determined by a resolution of the board itself, unless fixed in the certificate of incorporation - The number of directors is determined from time to time solely by a resolution passed by the board of directors[87] Election, Qualification and Term of Office of Directors This section outlines that directors hold office until their term expires and a successor is elected, and they are not required to be stockholders unless specified otherwise - Directors serve until the expiration of their term and until their successor is elected and qualified[89] - Directors are not required to be stockholders. The board may request to interview any potential director nominee[89] Resignation and Vacancies This section details the process for director resignations and specifies that any vacancies or newly created directorships are to be filled by a majority vote of the remaining directors - Any director may resign at any time by providing written or electronic notice to the corporation[90] - Vacancies on the board, including those from newly created directorships, shall be filled only by a majority vote of the directors then in office, even if less than a quorum[91] Place of Meetings; Meetings by Telephone This section allows board meetings to be held at any location and permits directors to participate remotely via conference telephone or similar communication equipment - Board of directors meetings can be held either within or outside the State of Delaware[94] - Directors may participate in meetings via conference call or other means where all participants can hear each other, which constitutes presence in person[95] Regular Meetings This section states that regularly scheduled board meetings can be held without formal notice if the time and place are predetermined by the board - Regular meetings of the board can be held without notice at a time and place determined by the board[96] Special Meetings; Notice This section outlines that special board meetings can be called by key officers or a majority of directors, with at least 24 hours' notice typically required for electronic communication - Special board meetings can be called by the chairperson, CEO, president, secretary, or a majority of directors[97] - Notice delivered by hand, courier, phone, fax, or email must be given at least 24 hours before the meeting[98] Quorum; Voting This section defines a quorum for board meetings as a majority of the total authorized number of directors, and states that actions are passed by a majority vote of the directors present - A quorum for board meetings consists of a majority of the total authorized number of directors[101] - The act of the board is determined by the vote of a majority of the directors present at a meeting where a quorum is present[102] Board Action by Written Consent Without a Meeting This section permits the board or its committees to take action without a formal meeting, provided that all members give their consent in writing or by electronic transmission - Any action that could be taken at a board or committee meeting may be taken without a meeting if all members consent in writing or by electronic transmission[104] Fees and Compensation of Directors This section grants the board of directors the authority to determine and fix the compensation for its members - The board of directors has the authority to fix the compensation of directors[105] Removal of Directors This section stipulates that stockholders can only remove a director from office for cause - A director may be removed from office by the stockholders of the corporation only for cause[106] ARTICLE IV Committees This article authorizes the board to establish and delegate powers to committees and subcommittees, and mandates the keeping of meeting minutes Committees of Directors This section authorizes the board of directors to establish one or more committees, composed of directors, and delegate to them certain powers and authority of the board - The board may designate one or more committees, each consisting of one or more directors[108] - Committees can exercise the powers of the board, but are restricted from certain actions, such as approving matters that require stockholder approval or amending bylaws[109] Committee Minutes This section requires each committee to maintain regular minutes of its meetings and to report these minutes to the board of directors when required - Each committee is required to keep regular minutes of its meetings and report them to the board of directors[110] Meetings and Action of Committees This section specifies that the procedures for committee meetings and actions are governed by the same bylaws that apply to the full board of directors - Committee meetings and actions are governed by the same provisions as full board meetings regarding place, regular and special meetings, quorum, voting, and written consent[111][112] Subcommittees This section permits a committee to create one or more subcommittees and delegate any or all of its powers and authority to them - A committee has the authority to create one or more subcommittees and delegate its powers to them[114] ARTICLE V Officers This article defines the required corporate officers, their appointment, removal, resignation, and outlines the general and specific duties and authorities for each position Officers This section identifies the required corporate officers as a president and a secretary, while allowing the board to appoint other officers like a CEO and CFO at its discretion - The required officers of the corporation are a president and a secretary[116] - The board may also appoint a chairperson, CEO, CFO, vice presidents, and other officers as it deems necessary. A single person may hold multiple offices[116] Appointment of Officers This section states that the board of directors is responsible for appointing the officers of the corporation - The board of directors appoints the officers of the corporation and fills any vacancies that arise[117] Removal and Resignation of Officers This section grants the board of directors the authority to remove any officer with or without cause, and outlines the process for an officer to resign - Any officer may be removed, with or without cause, by a majority vote of the board of directors[119] - An officer may resign at any time by providing written or electronic notice to the corporation[120] Authority and Duties of Officers This section, along with subsequent sections, defines the general and specific duties and authorities for each corporate officer position, such as Chairperson, CEO, President, Secretary, and CFO - The Chairperson of the Board presides at board meetings[125] - The Chief Executive Officer (CEO) has ultimate authority for the supervision, direction, and management of the corporation's affairs, subject to board control[127] - The Chief Financial Officer (CFO) has custody of corporate funds and securities and is responsible for maintaining accounting records[133] ARTICLE VI Stock This article covers the representation of company shares by certificates or uncertificated form, procedures for lost certificates, dividend declaration, stock transfers, and recognition of registered stockholders Stock Certificates; Partly Paid Shares This section specifies that company shares shall be represented by certificates, but allows the board to issue uncertificated (book-entry) shares by resolution - Shares of the corporation are to be represented by certificates, but the board of directors can resolve to issue some or all classes of stock as uncertificated shares[137] Lost, Stolen or Destroyed Certificates This section outlines the procedure for replacing lost, stolen, or destroyed stock certificates, which may require the owner to provide an indemnity bond to the corporation - The corporation may issue a new stock certificate or uncertificated shares to replace one that is alleged to be lost, stolen, or destroyed[141] - The corporation may require the owner to provide a bond to indemnify it against any potential claims related to the original certificate[141] Dividends This section grants the board of directors the authority to declare and pay dividends on the corporation's capital stock, subject to any legal or charter restrictions - The board of directors may declare and pay dividends in cash, property, or shares of the corporation's stock[142] Transfer of Stock This section stipulates that transfers of company stock must be made on the corporation's official books and, if certificated, require the surrender of the original certificate - Transfers of stock shares must be recorded on the corporation's books by the holder or their authorized attorney[144] Registered Stockholders This section establishes that the corporation is entitled to recognize and deal exclusively with the person registered on its books as the owner of shares for voting and dividend purposes - The corporation will recognize the person registered on its books as the exclusive owner of shares for the purposes of receiving dividends and voting[147] ARTICLE VII Manner of Giving Notice and Waiver This article specifies the methods for delivering official notices to stockholders, including electronic transmission, and outlines how the right to receive notice can be waived Notice by Electronic Transmission This section permits the corporation to deliver official notices to stockholders via electronic means, such as email or fax, provided the stockholder has consented - Any notice to stockholders is effective if given by a form of electronic transmission to which the stockholder has consented[149] - Consent is deemed revoked if the corporation is unable to deliver two consecutive notices electronically[149] Waiver of Notice This section states that a person can waive their right to receive a formal notice by signing a written waiver or by attending the meeting without objecting to the lack of notice - A written or electronic waiver of notice, signed by the person entitled to it, is deemed equivalent to receiving notice[156] - A person's attendance at a meeting constitutes a waiver of notice, unless they attend for the express purpose of objecting at the beginning of the meeting[156] ARTICLE VIII Indemnification This article mandates the corporation to indemnify directors and officers for expenses and liabilities in legal proceedings, provides for advance payment of expenses, and specifies limitations on indemnification Indemnification of Directors and Officers in Third Party Proceedings This section requires the corporation to indemnify directors and officers against expenses, judgments, and fines from third-party lawsuits, provided they acted in good faith and in the best interests of the corporation - The corporation shall indemnify directors and officers to the fullest extent permitted by Delaware law against expenses in third-party proceedings if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation[158] Indemnification of Directors and Officers in Actions by or in the Right of the Corporation This section provides for indemnification of directors and officers for expenses in derivative lawsuits (actions by or in the right of the corporation), with limitations if they are found liable to the corporation - In derivative suits, the corporation shall indemnify directors and officers against expenses if they acted in good faith. However, no indemnification is made for any matter where the person was adjudged liable to the corporation, unless a court determines it is fair and reasonable[159][160] Advanced Payment of Expenses This section mandates that the corporation must advance legal expenses to directors and officers defending a proceeding, upon receiving a written undertaking from them to repay the amount if they are ultimately found not to be entitled to indemnification - Expenses, including attorneys' fees, incurred by an officer or director in defending any proceeding shall be paid by the corporation in advance[163] - Advancement is conditional upon the corporation receiving a written undertaking from the individual to repay the advanced amounts if it is ultimately determined they are not entitled to be indemnified[163] Limitation on Indemnification This section specifies circumstances under which the corporation is not obligated to provide indemnification, such as for disgorgement of profits under Section 16(b) of the 1934 Act or for proceedings initiated by the director or officer themselves - The corporation is not obligated to indemnify for payments already covered by insurance, for disgorgement of short-swing profits (Section 16(b)), or for reimbursement of bonuses under Sarbanes-Oxley[164] - Indemnification is not provided for proceedings initiated by the person seeking it, unless the board authorized the proceeding[164] Insurance This section grants the corporation the power to purchase and maintain directors' and officers' (D&O) liability insurance - The corporation is authorized to purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against them in such capacity[168] ARTICLE IX General Matters This article addresses the determination of the corporation's fiscal year and establishes exclusive forum provisions for internal corporate disputes and Securities Act claims Fiscal Year This section states that the corporation's fiscal year is determined by a resolution of the board of directors - The fiscal year of the corporation shall be fixed by a resolution of the board of directors[175] Forum for Certain Actions This section establishes an exclusive forum provision, designating the Court of Chancery of the State of Delaware as the sole venue for most internal corporate disputes and federal district courts for claims under the Securities Act of 1933 - The Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for derivative actions, claims of breach of fiduciary duty, and other internal corporate claims[180] - The federal district courts of the United States are designated as the sole and exclusive forum for resolving any action arising under the Securities Act of 1933[180] - Any person acquiring or holding the corporation's securities is deemed to have consented to this provision[183] ARTICLE X Amendments This section outlines the process for amending the bylaws, requiring a supermajority vote of 66 2/3% of stockholders to alter key provisions, while also granting the board the power to amend bylaws with certain limitations - Bylaws may be adopted, amended, or repealed by either the stockholders or the board of directors[185] - A supermajority vote of at least 66 2/3% of the total voting power is required for stockholders to amend certain key articles, including those related to stockholder meetings (Article II), director provisions (parts of Article III), indemnification (Article VIII), and the amendment article itself (Article X)[185]