Palo Alto Networks (PANW) Proxy filing summary

Executive summary

• FY2026 revenue was $11.48B, up 24% YoY; NGS ARR reached $9.10B, up 63%, and RPO was $21.2B, up 34%.

• Completed CyberArk and Chronosphere acquisitions, adding identity security and observability to the platform strategy; the long-term target remains >4,000 platformizations and $20B NGS ARR by FY2030.

• Shareholders will vote at the virtual December 8, 2026 annual meeting on six proposals; the Board recommends FOR five and AGAINST the employee-ownership study proposal.

Voting matters and shareholder proposals

• Proposal 1 seeks election of Nikesh Arora, Aparna Bawa, Carl Eschenbach and Lorraine Twohill as Class III directors for terms through the 2029 annual meeting; the Board recommends FOR each nominee.

• Proposal 2 seeks ratification of Ernst & Young LLP for FY ending July 31, 2027; Proposal 3 is advisory say-on-pay; the Board recommends FOR both.

• Proposal 4 asks approval to add 15M shares to the 2021 Equity Incentive Plan; the Board says the increase is expected to cover one to two years of grants and recommends FOR.

• Proposal 5 seeks annual advisory votes on continued service of directors not otherwise up for election, except in contested elections; if approved, implementation is intended for the 2027 annual meeting.

• Proposal 6 asks for a study of a potential broad-based employee-ownership transaction; the Board recommends AGAINST, citing existing equity programs, dilution, cost, litigation risk and management time.

Board of directors and corporate governance

• The 10-member Board was 80% independent as of July 31, 2026; average tenure was eight years overall and nine years for independent directors.

• In August 2026, the Board retained combined Chair and CEO leadership for Nikesh Arora, alongside Lead Independent Director John M. Donovan and independent committee oversight.

• The Security Committee, chaired by Chief Product and Technology Officer Lee Klarich, oversees cybersecurity, data protection, incident response, resilience and security compliance; it met four times in FY2026.

• Board and committee self-assessments occur annually; the Board also reviews strategy annually, approves the operating plan and discusses critical business matters with senior management at least quarterly.