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

ME Staff 8-k
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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.
Votes For
Votes Against
Abstentions
Broker Non-Votes
250,704,944
15,094,204
1,676,770
58,144,710
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.
Votes For
Votes Against
Abstentions
Broker Non-Votes
216,070,886
51,080,537
324,495
58,144,710
5. To ratify the appointment of KPMG LLP as independent registered
public accountants of the Company for the fiscal year ending
October 28, 2017.
Votes For
Votes Against
Abstentions
Broker Non-Votes
320,254,865
5,009,225
356,538
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.