At its 2026 Annual Meeting of Stockholders on June 30, 2026, Cloudflare (NET) received approval for several key proposals, most notably the amendment of its certificate of incorporation to create a new class of non-voting Class C common stock. This change is part of a new capital structure that includes a stock split and a significant increase in authorized shares.
Key Details
- New Capital Structure: Stockholders approved the creation of a new class of non-voting Class C common stock and the implementation of a corresponding "Class C Split."
- Increased Authorized Shares: The number of authorized Class A common stock shares was doubled from 2.25 billion to 4.5 billion, and authorized preferred stock was doubled from 225 million to 450 million.
- Equity Plan Amendments: The company's 2019 Equity Incentive Plan and 2019 Employee Stock Purchase Plan were amended and restated, with changes becoming effective upon the implementation of the Class C Split.
- Director Elections: Michelle Zatlyn, Scott Sandell, and Karim Lakhani were elected as Class I directors to serve until the 2029 annual meeting of stockholders.