What changed in this filing

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Item 9A. Controls and Procedures

2022-09-06 compared with 2021-09-03 · 61 added, 36 removed, 212 unchanged (31% of the section changed)

6 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

For “Management’s Annual Report on Internal Control Over Financial Reporting” see the report under Part II, Item 8 of this Annual Report on Form 10-K, which report is incorporated herein by reference.

For the “Report of Independent Registered Public Accounting Firm,” see the report under Part II, Item 8 of this Annual Report on Form 10-K, which report is incorporated herein by reference.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act.

Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2022, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013 framework).

Based on that assessment, management concluded that, as of July 31, 2022, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of July 31, 2022 has been audited by Ernst & Young LLP, the independent registered public accounting firm that audits our consolidated financial statements, as stated in their report which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

As a result of COVID-19, most of our workforce has been working from home since March 2020.

However there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended July 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended July 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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Not applicable.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

12 unchanged sentences

Amended and Restated Bylaws of the Registrant.

10-Q 001-35594 3.2 February 25, 2020

8-K 001-35594 3.1 May 23, 2022

Certificate of Change of Location of Registered Agent and/or Registered Office.

13 unchanged sentences

S-1/A 333-180620 10.1 July 9, 2012

2005 Equity Incentive Plan and related form agreements under 2005 Equity Incentive Plan.

S-1/A 333-180620 10.2 July 9, 2012

2012 Equity Incentive Plan and related form agreements under 2012 Equity Incentive Plan, as amended.

2012 Equity Incentive Plan and related form agreements.

10-Q 001-35594 10.2 November 26, 2019

2012 Employee Stock Purchase Plan and related form agreements under 2012 Employee Stock Purchase Plan, as amended and restated.

10-K 001-35594 10.4 September 7, 2017

Form of 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement 10-Q 001-35594 10.4 November 19, 2021

2021 Equity Incentive Plan S-8 333-261697 99.1 December 16, 2021

Form of 2021 Equity Incentive Plan Global Stock Option Award Agreement S-8 333-261697 99.2 December 16, 2021

Form of 2021 Equity Incentive Plan Global Restricted Stock Unit Award Agreement S-8 333-261697 99.3 December 16, 2021

2012 Employee Stock Purchase Plan, as amended and restated, and related form agreements.

2015 Stock Plan, as amended, and related form agreements under RedLock Inc.

4 unchanged sentences

S-8 333-230663 99.1 April 1, 2019

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Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Twistlock Ltd.

7 unchanged sentences

S-8 333-235854 99.1 January 8, 2020

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

CloudGenix Inc.

9 unchanged sentences

S-8 333-251425 99.1 December 17, 2020

Gamma Networks, Inc.

2018 Stock Option and Grant Plan S-8 333-259327 99.1 September 3, 2021

Bridgecrew, Inc.

5 unchanged sentences

10-Q 001-35594 10.3 November 21, 2017

Executive Incentive Plan effective December 8, 2017.

10-Q 001-35594 10.2 February 27, 2018

Employment Agreement between Palo Alto Networks (Israel Analytics) Ltd.

and Nir Zuk, dated August 18, 2020.

10-Q 001-35594 10.1 November 19, 2020

Offer Letter between the Registrant and Jean Compeau, dated February 22, 2018.

8-K 001-35594 10.1 February 26, 2018

Addendum to Offer Letter by and between the Registrant and Jean Compeau, dated March 17, 2021.

10-Q 001-35594 10.1 May 21, 2021

Amended and Restated Outside Director Compensation Policy (last amended February 16, 2022) 10-Q 001-35594 10.4 February 23, 2022

Continued Service Policy 10-Q 001-35594 10.3 May 20, 2022

Palo Alto Networks, Inc.

Deferred Compensation Plan effective June 1, 2022

New Offer Letter between the Registrant and Mark D.

1 unchanged sentence

8-K 001-35594 10.1 June 4, 2018

Employment Agreement between Palo Alto Networks (Israel Analytics) Ltd.

and Nir Zuk, dated August 18, 2020.

10-Q 001-35594 10.1 November 19, 2020

Offer Letter between the Registrant and Nikesh Arora, dated May 30, 2018.

8-K 001-35594 10.1 June 4, 2018

Offer Letter between the Registrant and Josh Paul, dated August 5, 2021.

8-K 001-35594 10.1 September 8, 2021

Confirmatory Employment Letter with Updated Change in Control Protection between the Registrant and Lee Klarich, dated December 19, 2011.

10-Q 001-35594 10.4 November 30, 2018

Addendum to Employment Offer Letter by and between the Registrant and Dipak Golechha, dated March 17, 2021.

8-K 001-35594 10.1 March 19, 2021

Addendum to Employment Offer Letter by and between the Registrant and Dipak Golechha, dated February 18, 2022.

10-Q 001-35594 10.1 May 20, 2022

Employment Offer Letter by and between the Registrant and William “BJ” Jenkins, dated July 27, 2021.

8-K 001-35594 10.1 August 12, 2021

Addendum to Employment Offer Letter between the Registrant and William “BJ” Jenkins dated February 18, 2022.

10-Q 001-35594 10.2 May 20, 2022

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Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Offer Letter between the Registrant and Amit K.

1 unchanged sentence

8-K 001-35594 10.1 October 15, 2018

Confirmatory Employment Letter between the Registrant and Lee Klarich, dated December 19, 2011.

Addendum to Employment Offer Letter by and between the Registrant and Amit Singh, dated October 19, 2021.

10-Q 001-35594 10.2 November 19, 2021

Addendum to Offer Letter by and between the Registrant and Dipak Golechha, dated March 17, 2021.

8-K 001-35594 10.1 March 19, 2021

Offer Letter between the Registrant and William “BJ” Jenkins dated July 27, 2021.

8-K 001-35594 10.1 August 12, 2021

Second Addendum to Employment Offer Letter by and between the Registrant and Amit Singh, dated January 28, 2022.

10-Q 001-35594 10.5 February 23, 2022

Form of Offer Letter between the Registrant and its directors.

10-K 001-35594 10.27 September 3, 2021

Amended and Restated Flextronics Manufacturing Services Agreement, by and between the Registrant and Flextronics Telecom Systems Ltd., dated April 1, 2019.

10.1 May 30, 2019

10-Q 001-35594 10.1 May 30, 2019

Vendor Information Security Terms between the Registrant and Flextronics Telecom Systems Ltd.

dated July 23, 2021

10-K 001-35594 10.29 September 3, 2021

Settlement, Release and Cross-License Agreement, dated May 27, 2014, by and between the Registrant and Juniper Networks, Inc.

5 unchanged sentences

8-K 001-35594 10.2 July 13, 2018

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Form of Warrant Confirmation.

27 unchanged sentences

10-Q 001-35594 10.2 November 22, 2016

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Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Amendment No.

22 unchanged sentences

10-Q 001-35594 10.5 November 21, 2017

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

Amendment No.

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101.CAL XBRL Taxonomy Calculation Linkbase Document.

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Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date

101.DEF XBRL Taxonomy Definition Linkbase Document.

5 unchanged sentences

† The certifications attached as Exhibit 32.1 and Exhibit 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 the Registrant 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.

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Pursuant to the requirements of Section 13 or 15(d) 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, on September 6, 2022.

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Chairman and Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikesh Arora, Dipak Golechha, and Jean Compeau, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nikesh Arora, Dipak Golechha, and Josh Paul, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

3 unchanged sentences

Dipak Golechha

/s/ JEAN COMPEAU Deputy Chief Financial Officer and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) September 3, 2021

/s/ JOSH PAUL Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) September 6, 2022

MCLAUGHLIN Vice Chairman and Director September 6, 2022

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures