13 unchanged sentences
Other Information
−Removed: Not applicable.
+Added: Trading Plans of Directors and Executive Officers
+Added: Set forth below is certain information regarding Rule 10b5-1 trading plans adopted by our directors and officers (as defined in Rule 16a-1(f)) during the fourth quarter of fiscal 2023.
+Added: The Rule 10b5-1 trading plans listed below are each intended to satisfy the affirmative defense of Rule 10b5-1(c).
+Added: Name Title Date Plan Was Adopted Expiration Date Total Amount of Common Stock to be Sold Under the Plan
+Added: Nikesh Arora Chairman and Chief Executive Officer June 8, 2023 August 30, 2024 or when all shares have been sold 2,000,000
+Added: William “BJ” Jenkins, Jr.
+Added: President May 26, 2023 June 29, 2024 or when all shares have been sold 13,000
+Added: No other officers or directors, as defined in Rule 16a-1(f), adopted , modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fourth quarter of fiscal 2023.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
−Removed: Ta ble of Contents
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2022 annual meeting of stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended July 31, 2022, and is incorporated in this report by reference.
+Added: The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2023 annual meeting of stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended July 31, 2023 and is incorporated herein by reference.
Executive Compensation
6 unchanged sentences
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
−Removed: Ta ble of Contents
Exhibits and Financial Statement Schedules
16 unchanged sentences
Indenture between the Registrant and U.S.
−Removed: Bank National Association, dated as of July 12, 2018.
−Removed: 8-K 001-35594 4.1 July 13, 2018
−Removed: Indenture between the Registrant and U.S.
Bank National Association, dated as of June 8, 2020.
1 unchanged sentence
Form of Global 0.375% Convertible Senior Note due 2025 (included in Exhibit 4.1).
−Removed: 8-K 001-35594 4.2 July 13, 2018
−Removed: Form of Global 0.375% Convertible Senior Note due 2023 (included in Exhibit 4.1).
8-K 001-35594 4.2 June 8, 2020
4 unchanged sentences
10-Q 001-35594 10.2 November 26, 2019
−Removed: Form of 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement 10-Q 001-35594 10.4 November 19, 2021
−Removed: 2021 Equity Incentive Plan S-8 333-261697 99.1 December 16, 2021
−Removed: Form of 2021 Equity Incentive Plan Global Stock Option Award Agreement S-8 333-261697 99.2 December 16, 2021
−Removed: Form of 2021 Equity Incentive Plan Global Restricted Stock Unit Award Agreement S-8 333-261697 99.3 December 16, 2021
+Added: Form of 2012 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement.
+Added: 10-Q 001-35594 10.4 November 19, 2021
+Added: 2021 Equity Incentive Plan.
+Added: S-8 333-268930 99.1 December 21, 2022
+Added: Form of 2021 Equity Incentive Plan Global Stock Option Award Agreement.
+Added: S-8 333-261697 99.2 December 16, 2021
+Added: Form of 2021 Equity Incentive Plan Global Restricted Stock Unit Award Agreement.
+Added: S-8 333-261697 99.3 December 16, 2021
2012 Employee Stock Purchase Plan, as amended and restated, and related form agreements.
+Added: 10-K 001-35594 10.7 September 6, 2022
2015 Stock Plan, as amended, and related form agreements under RedLock Inc.
1 unchanged sentence
S-8 333-227901 99.1 October 19, 2018
−Removed: Demisto, Inc.
−Removed: 2015 Stock Option Plan, as amended.
−Removed: S-8 333-230663 99.1 April 1, 2019
−Removed: Ta ble of Contents
Number Exhibit Description Incorporated by Reference
1 unchanged sentence
Exhibit Filing Date
−Removed: Twistlock Ltd.
−Removed: Amended and Restated 2015 Share Option Plan.
−Removed: S-8 333-232672 99.1 July 16, 2019
−Removed: Zingbox, Inc.
−Removed: Stock Incentive Plan, as amended and restated.
−Removed: S-8 333-234059 99.1 October 2, 2019
Aporeto, Inc.
10 unchanged sentences
Expanse Holding Company, Inc.
−Removed: Amended and Restated 2012 Stock Incentive Plan.
−Removed: S-8 333-251425 99.1 December 17, 2020
+Added: Amended and Restated 2012 Stock Incentive Plan S-8 333-251425 99.1 December 17, 2020
Gamma Networks, Inc.
−Removed: 2018 Stock Option and Grant Plan S-8 333-259327 99.1 September 3, 2021
+Added: 2018 Stock Option and Grant Plan.
+Added: S-8 333-259327 99.1 September 3, 2021
Bridgecrew, Inc.
1 unchanged sentence
S-8 333-254042 99.1 March 9, 2021
+Added: Cider Security Ltd.
+Added: 2020 Equity Incentive Plan.
+Added: S-8 333-268931 99.1 December 21, 2022
+Added: US Sub-Plan to Cider Security Ltd.
+Added: 2020 Equity Incentive Plan.
+Added: S-8 333-268931 99.2 December 21, 2022
Employee Incentive Compensation Plan, as amended and restated.
2 unchanged sentences
10-Q 001-35594 10.3 November 21, 2017
−Removed: Amended and Restated Outside Director Compensation Policy (last amended February 16, 2022) 10-Q 001-35594 10.4 February 23, 2022
−Removed: Continued Service Policy 10-Q 001-35594 10.3 May 20, 2022
+Added: Amended and Restated Outside Director Compensation Policy (last amended February 16, 2022).
+Added: 10-Q 001-35594 10.4 February 23, 2022
+Added: Continued Service Policy.
+Added: 10-Q 001-35594 10.3 May 20, 2022
Palo Alto Networks, Inc.
−Removed: Deferred Compensation Plan effective June 1, 2022
−Removed: New Offer Letter between the Registrant and Mark D.
−Removed: McLaughlin, dated May 31, 2018.
−Removed: 8-K 001-35594 10.1 June 4, 2018
+Added: Deferred Compensation Plan effective June 1, 2022 10-K 001-35594 10.23 September 6, 2022
Employment Agreement between Palo Alto Networks (Israel Analytics) Ltd.
13 unchanged sentences
8-K 001-35594 10.1 August 12, 2021
−Removed: Addendum to Employment Offer Letter between the Registrant and William “BJ” Jenkins dated February 18, 2022.
−Removed: 10-Q 001-35594 10.2 May 20, 2022
−Removed: Ta ble of Contents
Number Exhibit Description Incorporated by Reference
1 unchanged sentence
Exhibit Filing Date
−Removed: Offer Letter between the Registrant and Amit K.
−Removed: Singh, dated October 11, 2018.
−Removed: 8-K 001-35594 10.1 October 15, 2018
−Removed: Addendum to Employment Offer Letter by and between the Registrant and Amit Singh, dated October 19, 2021.
−Removed: 10-Q 001-35594 10.2 November 19, 2021
−Removed: Second Addendum to Employment Offer Letter by and between the Registrant and Amit Singh, dated January 28, 2022.
−Removed: 10-Q 001-35594 10.5 February 23, 2022
+Added: Addendum to Employment Offer Letter between the Registrant and William “BJ” Jenkins, dated February 18, 2022.
+Added: 10-Q 001-35594 10.2 May 20, 2022
Form of Offer Letter between the Registrant and its directors.
2 unchanged sentences
10-Q 001-35594 10.1 May 30, 2019
−Removed: Vendor Information Security Terms between the Registrant and Flextronics Telecom Systems Ltd.
−Removed: dated July 23, 2021
+Added: 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
−Removed: Settlement, Release and Cross-License Agreement, dated May 27, 2014, by and between the Registrant and Juniper Networks, Inc.
−Removed: 8-K 001-35594 10.1 May 28, 2014
−Removed: Purchase Agreement, dated July 10, 2018, by and among the Registrant and Citigroup Global Markets Inc.
−Removed: and Wells Fargo Securities, LLC, as representatives of the several Initial Purchasers named therein.
−Removed: 8-K 001-35594 10.1 July 13, 2018
Form of Convertible Note Hedge Confirmation.
−Removed: 8-K 001-35594 10.2 July 13, 2018
−Removed: Form of Warrant Confirmation.
−Removed: 8-K 001-35594 10.3 July 13, 2018
−Removed: Purchase Agreement, dated June 3, 2020, by and among the Registrant and Morgan Stanley & Co.
−Removed: LLC and Citigroup Global Markets Inc., as representatives of the several Initial Purchasers named therein.
8-K 001-35594 10.2 June 8, 2020
−Removed: Form of Convertible Note Hedge Confirmation.
−Removed: 8-K 001-35594 10.2 June 8, 2020
Form of Warrant Confirmation.
20 unchanged sentences
10-Q 001-35594 10.2 November 22, 2016
−Removed: Ta ble of Contents
−Removed: Number Exhibit Description Incorporated by Reference
−Removed: Form File No.
−Removed: Exhibit Filing Date
Amendment No.
10 unchanged sentences
10-Q 001-35594 10.3 March 1, 2017
+Added: Number Exhibit Description Incorporated by Reference
+Added: Form File No.
+Added: Exhibit Filing Date
Amendment No.
16 unchanged sentences
10-Q 001-35594 10.7 November 21, 2017
−Removed: Credit Agreement, dated as of September 4, 2018, by and among the Registrant, the lenders from time to time party thereto and Citibank, N.A., as administrative agent.
−Removed: 8-K 001-35594 10.1 September 6, 2018
+Added: Credit Agreement, dated as of April 13, 2023 among the Registrant, the lenders party thereto and Wells Fargo, National Association, as administrative agent.
+Added: 8-K 001-35594 10.1 April 19, 2023
List of subsidiaries of the Registrant.
10 unchanged sentences
101.CAL XBRL Taxonomy Calculation Linkbase Document.
−Removed: Ta ble of Contents
−Removed: Number Exhibit Description Incorporated by Reference
−Removed: Form File No.
−Removed: Exhibit Filing Date
101.DEF XBRL Taxonomy Definition Linkbase Document.
1 unchanged sentence
101.PRE XBRL Taxonomy Presentation Linkbase Document.
+Added: Number Exhibit Description Incorporated by Reference
+Added: Form File No.
+Added: Exhibit Filing Date
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
2 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.
−Removed: Ta ble of Contents
+Added: Form 10-K Summary
+Added: Not applicable.
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 1, 2023.
2 unchanged sentences
Chairman and Chief Executive Officer
−Removed: Ta ble of Contents
Power of Attorney
6 unchanged sentences
/s/ JOSH PAUL Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) September 1, 2023
−Removed: MCLAUGHLIN Vice Chairman and Director September 6, 2022
/s/ NIR ZUK Chief Technology Officer and Director September 1, 2023
1 unchanged sentence
Director September 1, 2023
−Removed: /s/ ASHEEM CHANDNA Director September 6, 2022
−Removed: Asheem Chandna
DONOVAN Director September 1, 2023
10 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.