Cloudflare (NET) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 30, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, and updates to equity plans.

• The board recommends voting in favor of all proposals, including significant changes to the capital structure and governance, such as the creation of a new non-voting Class C common stock and a preferred stock exchange for founders.

• The proxy materials include detailed information on voting procedures, board structure, compensation, and shareholder rights.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying KPMG LLP as auditor, advisory approval of executive compensation, amending the certificate of incorporation (Proposals 4A–4F), amending the 2019 Equity Incentive Plan, amending the Employee Stock Purchase Plan, and potential adjournment to solicit more proxies.

• Each proposal has specific voting requirements; the board recommends voting “FOR” all proposals.

• Shareholders can submit proposals and director nominations for the 2027 meeting within specified deadlines.

Board of directors and corporate governance

• The board consists of nine directors, with a majority being independent under NYSE standards.

• The board is divided into three staggered classes; three Class I directors are up for election for terms ending in 2029.

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independence.

• A special governance committee was formed to evaluate capital and governance structure changes.

• Board diversity metrics are highlighted, and director qualifications emphasize experience, diversity, and independence.