BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Votes Against

Abstentions

Broker Non-Votes

ME Staff 8-k

8 years ago

BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

Amendment and Restatement of the 2009 Stock Plan

On April 11, 2017, the stockholders of Brocade Communications
Systems, Inc. (Brocade or the Company) approved an amendment and
restatement of the Companys 2009 Stock Plan (the Stock Plan) to
increase the Stock Plans share reserve by 16,000,000 shares. A
description of the material terms and conditions of the Stock Plan,
as amended and restated, appears on pages 24 to 28 of Brocades
definitive proxy statement on Schedule 14A filed with the SEC on
February 23, 2017 (the Proxy Statement). That description is
incorporated by reference herein, and a copy of that description is
filed as Exhibit 10.1 hereto. Such description and the other
information relating to the Stock Plan included herein are
qualified in their entirety by reference to the actual terms of the
Stock Plan, which is filed as Exhibit 10.2 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company’s annual meeting of stockholders (the Annual Meeting)
was held on April 11, 2017 in Santa Clara, California. Of the
407,697,674 shares of the Companys common stock outstanding as of
the record date, 325,620,628 shares (approximately 79.87%) were
present or represented by proxy at the Annual Meeting.

At the Annual Meeting, the Companys stockholders: (i) approved the
election of Judy Bruner, Lloyd A. Carney, Renato A. DiPentima, Alan
L. Earhart, John W. Gerdelman, Kim C. Goodman, David L. House, L.
William Krause, David E. Roberson and Sanjay Vaswani as directors;
(ii) approved, on a nonbinding advisory basis, compensation of
named executive officers; (iii) cast the highest number of votes
for voting on an annual basis with regard to the nonbinding
advisory vote regarding the frequency of future advisory votes on
named executive officer compensation; (iv) approved the amendment
and restatement of Brocades 2009 Stock Plan; and (v) ratified the
appointment of KPMG LLP as the Companys independent registered
public accountants for the fiscal year ending October 28, 2017.
Each of these proposals is described in the Proxy Statement.

The results of the voting on the matters submitted to the
stockholders are as follows:

1. To elect ten directors to serve until the 2018 Annual Meeting of
Stockholders or until their successors are duly elected and
qualified.



Name	Votes For	Votes Against		Abstentions	Broker Non-Votes
Judy Bruner	260,342,404		6,909,509		224,005	58,144,710
Lloyd A. Carney	266,346,823		915,516		213,579	58,144,710
Renato A. DiPentima	261,415,643		5,801,897		258,378	58,144,710
Alan L. Earhart	262,048,269		5,189,438		238,211	58,144,710
John W. Gerdelman	261,329,493		5,904,790		241,635	58,144,710
Kim C. Goodman	264,856,697		2,384,399		234,822	58,144,710
David L. House	259,411,815		7,842,987		221,116	58,144,710
L. William Krause	259,394,433		7,842,999		238,486	58,144,710
David E. Roberson	266,667,008		572,737		236,173	58,144,710
Sanjay Vaswani	259,392,144		7,858,352		225,422	58,144,710

2. Nonbinding advisory vote to approve compensation of named
executive officers.

3. Nonbinding advisory vote to approve the frequency of future
advisory votes on named executive officer compensation.



1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
223,079,006	904,843	43,066,402	425,667	58,144,710

4. To approve the amendment and restatement of the Companys 2009
Stock Plan.

5. To ratify the appointment of KPMG LLP as independent registered
public accountants of the Company for the fiscal year ending
October 28, 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number	Description of Document
10.1	Summary of the Brocade Communications Systems, Inc. 2009 Stock Plan, as amended and restated on April 11, 2017
10.2	Brocade Communications Systems, Inc. 2009 Stock Plan, as amended and restated on April 11, 2017

About BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD)
Brocade Communications Systems, Inc. (Brocade) is a supplier of networking hardware, software and services, including storage area networking (SAN) solutions and Internet protocol (IP) networking solutions for businesses and organizations of various types and sizes. The Company operates through three segments: SAN Products, IP Networking Products and Global Services. The SAN Products segment includes infrastructure products and solutions that help customers develop and deploy storage and server consolidation, disaster recovery and data security. The IP Networking Products segment includes Layer 2 and Layer 3 Ethernet switches, and routers to connect users over private and public networks. The Global Services segment includes break or fix maintenance, installation, consulting, network management and software maintenance, and post-contract customer support. Its products enable customers to deploy architectures and technologies, including virtualization and cloud computing. BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD) Recent Trading Information
BROCADE COMMUNICATIONS SYSTEMS, INC. (NASDAQ:BRCD) closed its last trading session down -0.05 at 12.44 with 5,055,844 shares trading hands.