Form 8-K · Current report
Palo Alto Networks 8-K, filed Aug 21, 2026
- Filed
- CIK
- 0001327567
- Accession no.
- 0001193125-26-361122
Summary
Palo Alto Networks' board approved an Executive Change in Control and Severance Policy on August 20, 2026, covering senior vice presidents and above who sign participation agreements, including CEO Nikesh Arora, CFO Dipak Golechha, President William "BJ" Jenkins and Chief Product and Technology Officer Lee Klarich. The board also adopted amended and restated bylaws aligning the company's governance rules with recent amendments to Delaware's General Corporation Law.
Key points
- Under the policy, executives terminated without cause outside a change-in-control period receive salary severance of 100% of base salary, 12 months of health benefit severance and 12 months of time-based equity vesting acceleration.
- During a change-in-control period, the CEO receives 200% salary severance, 200% cash incentive severance and 24 months of health benefit severance, while other executive officers receive 150% of each and 18 months of health benefit severance.
- Severance under the policy is conditioned on the executive signing and not revoking a separation agreement and release of claims.
- The amended bylaws update provisions on stockholder notices and lists, quorum and voting standards, proxy authorizations, special board meeting authority to include the lead independent director, and indemnification.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
- 9.01Financial Statements and Exhibits
From the filing
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 20, 2026, the Board of Directors (the “Board”) of Palo Alto Networks, Inc. (the “Company”), upon the recommendation of the Compensation and People Committee of the Board, approved an Executive Change in Control and Severance Policy (the “Policy”). The Policy is designed to provide certain severance benefits to selected participants in connection with the involuntary termination of the participant’s employment during a specified change in control protection period, or, in certain cases, outside of a change in control protection…
An excerpt of the text as filed with the SEC, cut for length.
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