A10 Networks, Inc. 10-K

Item 9A. Controls and Procedures Management’s Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934, or the Exchange Act. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits to the SEC, under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and financial officers, as appropriate to enable timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Our Chief Executive Officer and Chief Financial Officer, as our principal executive officer and principal financial officer, respectively, concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022, and that the consolidated financial statements included in this Form 10-K present fairly, in all material respects and in conformity with U.S. GAAP, our financial position, results of operations and cash flows for the periods presented. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting consists of policies and procedures that: • Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Our internal control over financial reporting is designed by, and under the supervision of our principal executive officer and principal financial officer and effected by our Board of Directors, management, and others. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with internal control policies or procedures may deteriorate. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022, using the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Armanino LLP, an independent registered public accounting firm, as stated in its report, which is included in this Annual Report on Form 10-K. 98 Changes to Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. 99 Item 9B. Other Information None. 100 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference from the information under the captions “Election of Directors” and “Board of Directors and Corporate Governance” contained in our proxy statement to be filed with the SEC in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders pursuant to Regulation 14A (the “Proxy Statement”). Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act. To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in our Proxy Statement and is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics applicable to our employees including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is available free of charge, on our website’s investor relations page at https://investors.A10networks.com within the “Governance - Governance Documents” section. We will post amendments or waivers relating to our Code of Business Conduct and Ethics for directors and executive officers on the same website referenced in this paragraph. Item 11. Executive Compensation The information required by this item is incorporated by reference from the information under the captions “Election of Directors,” “Director Compensation,” “Compensation Discussion and Analysis,” “Corporate Governance Guidelines and Code of Business Conduct and Ethics,” “Compensation Committee Report” and “Executive Compensation” contained in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item with respect to security ownership of certain beneficial owners and management is incorporated by reference from the information under the captions “Equity Compensation Plan Information,” “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” contained in the Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference from the information under the captions “Board of Directors and Corporate Governance” and “Related Person Transactions” contained in the Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference from the information under the captions “Report of the Audit Committee” and “Ratification of the Appointment of Independent Registered Public Accounting Firm” contained in the Proxy Statement. 101 PART IV Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements Our consolidated financial statements are listed in the Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K. 2. Consolidated Financial Statement Schedules All other schedules have been omitted as they are not required, not applicable, or the required information is otherwise included. 3. Exhibits The following exhibits are filed with or incorporated by reference in this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). EXHIBIT INDEX Exhibit Number Incorporated by Reference Description Form SEC File No. Exhibit Number Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the Registrant 8-K 001-36343 3.1 December 6, 2019 3.2 Amended and Restated Bylaws of the Registrant 8-K 001-36343 3.2 December 6, 2019 4.1 Form of common stock certificate of the Registrant S-1/A 333-194015 4.1 March 10, 2014 4.2 Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, amended as of October 4, 2013 S-1/A 333-194015 4.2 March 10, 2014 4.3 Description of the Registrant’s securities 10-K 001-36343 4.3 March 10, 2020 10.1* Form of Indemnification Agreement between the Registrant and each of its directors and executive officers S-1/A 333-194015 10.1 March 10, 2014 10.2* 2008 Stock Plan and forms of agreements thereunder 10-Q 001-36343 10.2 May 13, 2014 10.3* Amended and Restated 2014 Equity Incentive Plan 10-Q 001-36343 10.1 August 6, 2015 10.4* Amended 2014 Employee Stock Purchase Plan 10-K 001-36343 10.4 March 10, 2020 10.5* 2014 Employee Stock Purchase Plan and forms of agreements thereunder S-1/A 333-194015 10.5 March 10, 2014 10.6* Form of Stock Option Agreement pursuant to the 2008 Stock Plan 10-Q 001-36343 10.2 August 4, 2014 10.7* Form of Stock Option Agreement- Early Exercise pursuant to the 2008 Stock Plan 10-Q 001-36343 10.3 August 4, 2014 10.8* Form of Stock Option Agreement pursuant to the Amended and Restated 2014 Equity Incentive Plan 10-Q 001-36343 10.4 August 4, 2014 10.9* Form of Restricted Stock Unit Agreement pursuant to the Amended and Restated 2014 Equity Incentive Plan 10-Q 001-36343 10.5 August 4, 2014 10.10* Offer Letter, dated November 12, 2019, by and between the Registrant and Dhrupad Trivedi 8-K 001-36343 10.2 November 21, 2019 10.11* Form of CEO Change in Control and Severance Agreement 8-K 001-36343 10.3 November 21, 2019 102 Exhibit Number Incorporated by Reference Description Form SEC File No. Exhibit Number Filing Date Filed Herewith 10.12* Offer Letter, dated January 4, 2012, by and between the Registrant and Robert Cochran S-1/A 333-194015 10.9 March 10, 2014 10.13 Reseller Agreement, dated April 2, 2009, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.12 February 18, 2014 10.14 First Amendment to Reseller Agreement, dated May 19, 2011, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.13 February 18, 2014 10.15 Second Amendment to Reseller Agreement, dated April 1, 2011, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.14 February 18, 2014 10.16 Third Amendment to Reseller Agreement, dated April 1, 2011, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.15 February 18, 2014 10.17 Fourth Amendment to Reseller Agreement, dated October 3, 2011, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.16 February 18, 2014 10.18 Fifth Amendment to Reseller Agreement, dated April 2, 2012, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.17 February 18, 2014 10.19 Sixth Amendment to Reseller Agreement, dated November 29, 2012, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.18 February 18, 2014 10.20 Seventh Amendment to Reseller Agreement, dated April 9, 2013, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.19 February 18, 2014 10.21 Eighth Amendment to Reseller Agreement, dated October 22, 2013, by and between the Registrant and NEC Corporation S-1/A 333-194015 10.2 February 18, 2014 10.22 Ninth Amendment to Reseller Agreement, executed on April 22, 2014, by and between the Registrant and NEC Corporation 10-Q 001-36343 10.1 August 4, 2014 10.23 Manufacturing Services Agreement, dated December 8, 2006, by and between the Registrant and Lanner Electronics (USA) S-1/A 333-194015 10.21 February 18, 2014 10.24 Amendment No. 1 to Manufacturing Services Agreement, dated June 27, 2013, by and between the Registrant and Lanner Electronics (USA) S-1/A 333-194015 10.22 February 18, 2014 10.25 Contract Manufacturer Agreement, dated July 1, 2008, by and between the Registrant and AEWIN Technologies, Inc. S-1/A 333-194015 10.23 February 18, 2014 10.26 Amendment No. 1 to Contract Manufacturer Agreement, dated June 30, 2014, by and between the Registrant and AEWIN Technologies, Inc. 10-K 001-36343 10.31 March 11, 2015 10.27* Form of Change in Control and Severance Agreement S-1/A 333-194015 10.25 March 10, 2014 10.28* Executive Incentive Compensation Plan 10-K 001-6343 10.32 March 1, 2016 10.29 Sublease Agreement, dated May 2, 2019, by and between Marvell Corporation and the Registrant 10-Q 001-36343 10.1 May 8, 2019 10.30 Common Stock Repurchase Agreement, dated as of September 8, 2022, between A10 Networks, Inc. and Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. 8-K 001-36343 10.1 September 9, 2022 21.1 List of subsidiaries of the Registrant 10-K 001-36343 21.1 March 10, 2020 23.1 Consent of Armanino LLP, independent registered public accounting firm X 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act X 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act X 32.1 ** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act X 32.2 ** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act X 101.INS XBRL Instance Document. X 101.SCH XBRL Taxonomy Extension Schema Document. X 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X 103 Exhibit Number Incorporated by Reference Description Form SEC File No. Exhibit Number Filing Date Filed Herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X * Indicates a management contract or compensatory plan. ** The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10‑K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of A10 Networks, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10‑K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary None. 104 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. A10 NETWORKS, INC. Date: February 27, 2023 By: /s/ Dhrupad Trivedi Dhrupad Trivedi Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date /s/ Dhrupad Trivedi Chief Executive Officer, President and Chairman of the Board February 27, 2023 Dhrupad Trivedi (Principal Executive Officer) /s/ Brian Becker Chief Financial Officer February 27, 2023 Brian Becker (Principal Financial and Accounting Officer) /s/ Tor R. Braham Director February 27, 2023 Tor R. Braham /s/ Peter Y. Chung Director February 27, 2023 Peter Y. Chung /s/ Eric Singer Director February 27, 2023 Eric Singer /s/ Dana Wolf Director February 27, 2023 Dana Wolf 105