---
schema_version: "secwatch.filing_event.v1"
accession: "0001477333-23-000048"
form_type: "8-K"
ticker: "NET"
cik: "0001477333"
company_name: "Cloudflare, Inc."
filed_at: "2023-06-05T23:59:59+00:00"
generated_at: "2026-06-14T07:17:03.427060+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Cloudflare annual meeting results: directors elected, KPMG ratified, say-on-pay approved

## Summary
- Scott Sandell elected Class I director: 469,657,302 for, 130,620,612 withheld; Michelle Zatlyn elected: 535,818,854 for, 64,459,060 withheld.
- Ratification of KPMG LLP as independent auditor for FY2023: 643,402,965 for, 882,004 against, 372,166 abstained.
- Advisory vote to approve named executive officer compensation passed: 442,513,765 for, 157,079,612 against, 684,537 abstained.

## SEC filing metadata
- accession: 0001477333-23-000048
- form_type: 8-K
- ticker: NET
- cik: 0001477333
- company_name: Cloudflare, Inc.
- filed_at: 2023-06-05T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1477333/000147733323000048/0001477333-23-000048-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1477333/000147733323000048/cloud-20230601.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477333-23-000048
- JSON: https://secwatch.observer/filing/0001477333-23-000048.json
- Plain text: https://secwatch.observer/filing/0001477333-23-000048.txt

## Key facts
- Shareholder Votes
  Cloudflare, Inc. shareholders approved Advisory Vote to Approve the Compensation of Named Executive Officers at the 2023-06-01 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-01
  source text: Proposal Three - Advisory Vote to Approve the Compensation of Named Executive Officers. The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2023 Proxy Statement. The results of such vote were: For Against Abstained Broker Non-Votes 442,513,765 157,079,612 684,537 44,379,221
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477333/000147733323000048/0001477333-23-000048-index.htm
- Shareholder Votes
  Cloudflare, Inc. shareholders approved Election of Class I Directors at the 2023-06-01 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-01
  source text: Proposal One - Election of Class I Directors. The following nominees were each elected as a Class I director to serve until the Company's 2026 annual meeting of stockholders or until his or her successor is duly elected and qualified. The results of such vote were: Nominee For Withheld Broker Non-Votes Scott Sandell 469,657,302 130,620,612 44,379,221 Michelle Zatlyn 535,818,854 64,459,060 44,379,221
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477333/000147733323000048/0001477333-23-000048-index.htm
- Shareholder Votes
  Cloudflare, Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-06-01 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-01
  source text: Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm . The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was ratified. The results of such vote were: For Against Abstained Broker Non-Votes 643,402,965 882,004 372,166 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477333/000147733323000048/0001477333-23-000048-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.