クラウドフレアの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 25, 2025

Cloudflare, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39039	27-0805829
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
101 Townsend Street
San Francisco, CA		94107
(Address of principal executive offices)		(Zip code)

(888) 993-5273

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	NET	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On March 25, 2025, Maria Eitel, a Class II director of the Board of Directors (the “Board”) of Cloudflare, Inc. (the “Company”) and chair of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), notified the Company of her resignation from the Board, effective as of March 27, 2025. Ms. Eitel’s resignation from the Board was not based on any disagreement with the Company regarding its operations, policies, or practices. The Company appreciates Ms. Eitel’s service as a director.

Election of New Directors

Effective immediately after the effectiveness of Ms. Eitel’s resignation, the Board increased the size of the Board to nine members and appointed Stacey Cunningham, Karim Lakhani, and John Graham-Cumming to serve as members of the Board. Ms. Cunningham will serve as a Class III director with a term expiring at the Company’s 2025 annual meeting of stockholders, Dr. Lakhani will serve as a Class I director with a term expiring at the Company’s 2026 annual meeting of stockholders, and Dr. Graham-Cumming will serve as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders. Each of Ms. Cunningham and Dr. Lakhani have also been appointed to serve on the Nominating Committee. The Board has determined that Ms. Cunningham and Dr. Lakhani are each independent under the rules of the New York Stock Exchange and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Ms. Cunningham, age 50, has served as Operating Partner of Advent International, a global private equity company, since October 2022. From May 2018 to January 2022, Ms. Cunningham served as President of NYSE Group, which includes the New York Stock Exchange, and as the New York Stock Exchange’s Chief Operating Officer from June 2015 until May 2018. Ms. Cunningham currently serves on the board of directors of the New York Stock Exchange. She holds a B.S. in Industrial Engineering from Lehigh University. There is no arrangement or understanding between Ms. Cunningham and any other persons pursuant to which she was selected as a director of the Company. In addition, Ms. Cunningham does not have an interest in any transactions that would be reportable pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Dr. Lakhani, age 54, has served as a professor of business administration at the Harvard Business School since July 2006. Since September 2010, he has served as the founder and co-director of the Laboratory for Innovation Science at Harvard and as the principal investigator of the NASA Tournament Laboratory. Since February 2022, he has also served as co-founder and chair of the Digital, Data, and Design (D^3) Institute at Harvard. Dr. Lakhani holds a B.Eng.Mgt. in Electrical Engineering and Management from McMaster University, an SM degree in Technology and Policy from MIT, and Ph.D. in Management from MIT. There is no arrangement or understanding between Dr. Lakhani and any other persons pursuant to which he was selected as a director of the Company. In addition, Dr. Lakhani does not have an interest in any transactions that would be reportable pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Dr. Graham-Cumming, age 57, served as the Company’s Chief Technology Officer from 2016 until March 2025. Prior to that, he served as a Programmer for the Company since December 2011. Dr. Graham-Cumming holds a B.A. and M.A. in Mathematics and Computation, a D.Phil. in “The formal development of secure systems” from the University of Oxford. There is no arrangement or understanding between Dr. Graham-Cumming and any other persons pursuant to which he was selected as a director of the Company. In 2024, pursuant to Dr. Graham-Cumming’s previous employment agreement with the Company, he received an annual base salary of €460,000 and an award of 30,742 restricted stock units granted under the Company’s 2019 Equity Incentive Plan, as amended, that vest quarterly over a four-year period subject to his continued service to the Company. In connection with joining the Board, Dr. Graham-Cumming agreed to forfeit all unvested portions of his outstanding Company equity awards that he previously received as an employee of the Company.

In connection with their services on the Board, Ms. Cunningham, Dr. Lakhani, and Dr. Graham-Cumming will receive the Company’s non-employee director compensation described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024, and enter into an Indemnification Agreement with the Company, the form of which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2025.

Item 7.01 Regulation FD Disclosure.

On March 27, 2025, the Company issued a press release to announce the changes in Board membership described in Item 5.02 above. Such press release is attached hereto as Exhibit 99.1.

The information contained in Item 7.01 of this report, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release Issued by Cloudflare, Inc., dated March 27, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cloudflare, Inc.

Dated: March 27, 2025

By:

/s/ Douglas Kramer

Douglas Kramer

Chief Legal Officer and Secretary

EX-99.1 2 ex991pressrelease03272025.htm EX-99.1 Document

Cloudflare Appoints Three New Board Members

Stacey Cunningham, former President of the New York Stock Exchange, John Graham-Cumming, former Cloudflare CTO, and Dr. Karim Lakhani, Harvard Business School Professor, Join Cloudflare Board

San Francisco, CA, March 27, 2025 – Cloudflare, Inc. (NYSE: NET), the leading connectivity cloud company, today announced three new appointments to its board of directors — Stacey Cunningham, the former President of the New York Stock Exchange, John Graham-Cumming, the former CTO at Cloudflare, and Dr. Karim Lakhani, Professor of Business Administration at Harvard Business School.

“I am delighted to welcome Stacey, John, and Karim to our board of directors,” said Matthew Prince, co-founder, CEO, and co-chair of the board of directors at Cloudflare. “Stacey brings a wealth of financial and operational acumen; John brings deep technical knowledge and intimately knows our business; and Karim is one of the world’s leading authorities on AI-driven business transformation. I look forward to working closely with them, and the entire board, as we continue on our mission to help build a better Internet.”

Cunningham currently serves as operating partner at Advent International, sits on the New York Stock Exchange Board of Directors, and is an advisor for private companies and Georgetown University's Psaros Center for Financial Markets and Policy. Cunningham previously served as President of the NYSE Group, the first woman to lead the exchange group.

“Cloudflare is at a pivotal time in its history and I’m enthusiastic about the opportunities ahead,” said Cunningham.

Graham-Cumming’s tenure at Cloudflare spanned more than 13 years, most recently as Chief Technology Officer. He is a long-time advocate of open-source software; the original writer of POPFile, an open-source, cross-platform, machine learning email spam filtering program; the author of two books; and co-founder of Electric Cloud, a provider of DevOps release automation tools. Graham-Cumming has been at the forefront of machine learning technology long before it evolved into what we now recognize as AI. His deep technical expertise paired with his understanding of Cloudflare’s business, industry, and customer needs, will remain invaluable. Originally from the United Kingdom and now residing in Portugal, Graham-Cumming holds UK and French citizenship. He earned a B.A. and M.A. in Mathematics and Computation, followed by a D.Phil. in formal methods for secure computer systems from the University of Oxford.

“I joined Cloudflare when the company had 25 employees, and, with the team, I’ve helped build the underlying technology that enables us to power roughly 20 percent of the web today. As the world now relies on an always-on Internet, the opportunity ahead of us is massive. I’m honoured to continue supporting Cloudflare, in this new capacity, for its next stage of growth,” said Graham-Cumming.

Dr. Lakhani is the Dorothy & Michael Hintze Professor of Business Administration at Harvard Business School (HBS), the co-founder and founding Chair of the Digital Data Design Institute at Harvard, and the founder and one of the principal investigators of the Laboratory for Innovation Science at Harvard. His deep experience in AI, innovation, and open-source collaboration brings a distinctive and valuable perspective to Cloudflare's governance as the company continues to shape the future of Internet security and performance. Lakhani is the co-author of the best-selling, award-winning book "Competing in the Age of AI" (2020, HBR Press) and is a trusted advisor on AI transformation to the C-Suite of several Fortune 500 companies. At Harvard Business School, he has designed and delivered pioneering executive education programs that have empowered thousands of leaders to develop AI strategies that drive competitive advantage.

“I’m eager to partner with the Cloudflare board to continue to drive impact through innovation and help build a better Internet,” said Dr. Lakhani.

As these new leaders join Cloudflare’s board, Maria Eitel has stepped down from the board of directors after 7 years of dedicated service. Eitel had been a member of Cloudflare's board of directors since 2018, ahead of the company’s initial public offering in September 2019. During her board tenure, Eitel played a key role in Cloudflare’s development as a public company, including serving as the first chair of the compensation committee.

In her most recent role, as the chair of the nominating and corporate governance committee, she led the board's efforts to identify this next cohort of directors, helping the company manage its next stage of growth as the leading connectivity cloud company.

“It has been an honor to serve on Cloudflare’s board with my fellow directors, and to support the company’s growth during some of its greatest milestones to date. I’m proud of what we’ve accomplished, and will continue to celebrate the team’s success as they navigate the enormous potential of Cloudflare to help shape the future of the Internet," said Eitel.

“We are grateful to Maria for her leadership and guidance over the last seven years. She brought a wealth of knowledge to our board and she played a key role at a very important period in our history as we transitioned from private company, to public company, and beyond. I’m thankful for all that she has contributed to Cloudflare,” said Matthew Prince, co-founder, CEO, and co-chair of the board of directors.

About Cloudflare

Cloudflare, Inc. (NYSE: NET) is the leading connectivity cloud company on a mission to help build a better Internet. It empowers organizations to make their employees, applications and networks faster and more secure everywhere, while reducing complexity and cost. Cloudflare’s connectivity cloud delivers the most full-featured, unified platform of cloud-native products and developer tools, so any organization can gain the control they need to work, develop, and accelerate their business.

Powered by one of the world’s largest and most interconnected networks, Cloudflare blocks billions of threats online for its customers every day. It is trusted by millions of organizations – from the largest brands to entrepreneurs and small businesses to nonprofits, humanitarian groups, and governments across the globe.

Learn more about Cloudflare’s connectivity cloud at cloudflare.com/connectivity-cloud. Learn more about the latest Internet trends and insights at https://radar.cloudflare.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “explore,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words, or other similar terms or expressions that concern Cloudflare’s expectations, strategy, plans, or intentions. However, not all forward-looking statements contain these identifying words. Forward-looking statements expressed or implied in this press release include, but are not limited to, statements regarding Cloudflare’s products and technology, Cloudflare's technological development, future results of operations, financial condition, operations, growth, initiatives, strategies, and future market trends, Cloudflare's expectations about the addition of new members to its board of directors, and comments made by Cloudflare's CEO and the new and former members of its board of directors. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in Cloudflare’s filings with the Securities and Exchange Commission (SEC), including Cloudflare’s Annual Report on Form 10-K filed on February 20, 2025, as well as other filings that Cloudflare may make from time to time with the SEC.

The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Cloudflare undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. Cloudflare may not actually achieve the plans, intentions, or expectations disclosed in Cloudflare’s forward-looking statements, and you should not place undue reliance on Cloudflare’s forward-looking statements.

© 2025 Cloudflare, Inc. All rights reserved. Cloudflare, the Cloudflare logo, and other Cloudflare marks are trademarks and/or registered trademarks of Cloudflare, Inc. in the U.S. and other jurisdictions. All other marks and names referenced herein may be trademarks of their respective owners.

Press Contact Information

Daniella Vallurupalli

press@cloudflare.com

Source: Cloudflare, Inc.