Cloudflare (NET) Proxy filing summary

Executive summary

• The proxy statement covers the 2026 annual meeting, including director elections, ratification of auditors, executive compensation, major governance changes, and amendments to equity plans.

• The board recommends voting in favor of all proposals, including a significant amendment to the certificate of incorporation introducing a new class of non-voting stock and governance enhancements.

• The meeting will be held virtually, and all shareholders as of the record date are eligible to participate and vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors, ratifying KPMG LLP as auditor, approving executive compensation (say-on-pay), amending the certificate of incorporation, 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, with most requiring a majority of shares present or represented by proxy, except director elections, which require a plurality.

• Shareholders may submit proposals or director nominations for future meetings, subject to advance notice and eligibility requirements.

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, with annual elections for one class.

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

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

• The board has adopted corporate governance guidelines and a code of business conduct and ethics.