Palo Alto Networks 8-K

Summary

Executive severance policy and amended bylaws. On 8/20/2026, Palo Alto Networks’ board approved a change-in-control and severance policy for participating employees at Senior Vice President level and above, including the CEO, CFO, president and chief product and technology officer. The board also adopted amended bylaws, effective immediately, updating governance provisions to align with Delaware law and current practice.

Key Figures

• Outside the change-in-control protection period, covered executives terminated without Cause, death or Disability receive salary severance equal to 100% of base salary, 12 months of health-benefit severance and 12 months of time-based equity vesting acceleration. Cash incentive severance is based on prorated current-year target compensation and, if unpaid, the prior year’s target compensation, less applicable awards already paid.
• During the protection period—from three months before a change in control through 12 months after it, or 18 months for the CEO—qualifying terminations, including resignation for Good Reason, provide the CEO 200% of base salary, 200% of target cash incentive and 24 months of health-benefit severance. Other executive officers receive 150% of base salary, 150% of target cash incentive and 18 months of health-benefit severance. Both groups receive acceleration of 100% of outstanding unvested equity; performance-based awards are governed by their award agreements.
• Bylaw changes clarify stockholder meeting quorum and voting standards, update proxy and stockholder-notice provisions, and allow the lead independent director, if any, to call special board meetings; they also update indemnification provisions and other governance language.