Palo Alto Networks, Inc. filed an 8-K with the SEC on August 21, 2026, disclosing that its Board of Directors approved a new Executive Change in Control and Severance Policy and adopted amended and restated bylaws, both effective August 20, 2026.

Key Highlights

  • New severance policy approved: The Board approved an Executive Change in Control and Severance Policy on August 20, 2026, upon recommendation of the Compensation and People Committee.
  • Named participants: Designated participants include Nikesh Arora (Chairman and CEO), Dipak Golechha (CFO), William "BJ" Jenkins (President), and Lee Klarich (Chief Product and Technology Officer).
  • Outside CIC Period benefits: All executive officer participants, including the CEO, receive 100% salary severance, 12 months of health benefit severance, and 12 months of equity acceleration for qualifying terminations outside the change in control protection period.
  • During CIC Period benefits: The CEO receives 200% salary severance and 200% cash incentive severance with 24 months of health benefit severance; other executive officers receive 150% on both salary and cash incentive severance with 18 months of health benefit severance.
  • CIC Period defined: The protection period begins three months prior to a Change in Control and ends 12 months following a Change in Control for most executives, and 18 months for the CEO.
  • Bylaws amended: The Board adopted amended and restated bylaws effective August 20, 2026, addressing Delaware law updates, quorum standards, proxy provisions, special meeting authority, indemnification, and other technical changes.

Palo Alto Networks Executive Severance Terms and Bylaw Changes Explained

According to the filing, Palo Alto Networks (NASDAQ:PANW) disclosed two significant governance actions taken by its Board on August 20, 2026. The first is an Executive Change in Control and Severance Policy that applies to company employees holding the title of Senior Vice President and above who execute a participation agreement. The policy governs benefits in two scenarios: terminations occurring outside a defined change in control protection period, and those occurring within it.

For terminations outside the CIC Period, the filing states that qualifying executives receive salary severance equal to 100% of base salary, health benefit severance covering 12 months of COBRA premiums, and acceleration of time-based equity awards that would have vested over 12 months. Cash incentive severance is calculated on a prorated basis for the current fiscal year, with provisions for prior-year unpaid incentives as well. Performance-based equity awards remain outstanding and vest based on actual achievement rather than being automatically accelerated, according to the filing.

For terminations during the CIC Period, which the filing defines as beginning three months before and ending 12 months (or 18 months for the CEO) after a Change in Control, the CEO receives 200% salary severance and 200% cash incentive severance, while other executive officers receive 150% on each. Both groups receive full acceleration of outstanding unvested equity awards during the CIC Period, subject to conditions in individual award agreements. The filing also notes a Section 280G provision: if payments would trigger excise taxes, participants receive whichever of the full amount or a reduced amount results in the greater after-tax benefit. On the bylaw changes, the filing states the Amended and Restated Bylaws align the company's governance documents with recent Delaware General Corporation Law amendments and current practice, including updates to stockholder notices, indemnification provisions, and Board special meeting authority.

What Was Disclosed

Palo Alto Networks reported Board approval of a new executive severance policy covering named senior officers and adoption of amended and restated bylaws, both effective August 20, 2026, with the full policy and bylaws filed as exhibits.