DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) Files An 8-K Submission of Matters to a Vote of Security Holders

DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

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On October 30, 2017, DASAN Zhone Solutions, Inc. (the “Company”) held its 2017 annual meeting of stockholders. Of the 16,385,455 shares of common stock outstanding and entitled to vote, 11,642,817 shares, or 71.06%, were represented in person or by proxy at the meeting. Five items of business were acted upon by stockholders at the annual meeting. The voting results are as follows:

Proposal 1 – Election of Directors

Stockholders elected both of the Company’s nominees as Class I Directors to serve three-year terms expiring at the 2020 annual meeting.

Votes For

Votes Withheld

Broker

Non-Votes

Michael Connors

10,780,437

130,559

731,821

Seong Gyun Kim

10,882,354

28,642

731,821

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

Votes For

Votes Against

Abstain

Broker Non-Votes

Ratification of appointment of PricewaterhouseCoopers LLP

11,636,692

3,206

2,919

Proposal 3 – Approval of DASAN Zhone Solutions, Inc. 2017 Incentive Award Plan

Stockholders approved the adoption of the DASAN Zhone Solutions, Inc. 2017 Incentive Award Plan.

Votes For

Votes Against

Abstain

Broker Non-Votes

DASAN Zhone Solutions, Inc.

2017 Incentive Award Plan

9,943,653

954,434

12,909

731,821

Proposal 4 – Advisory Vote on Compensation of Named Executive Officers

Stockholders voted in favor of the advisory resolution approving the compensation of the Company’s named executive officers.

Votes For

Votes Against

Abstain

Broker Non-Votes

Executive compensation

10,875,955

28,027

7,014

731,821

Proposal 5 – Advisory Vote on Frequency of Advisory Vote on Compensation of Named Executive Officers

Stockholders voted in favor of conducting an advisory vote on the compensation of the Company’s named executive officers once every three years. The board of directors of the Company has determined that the Company will hold a triennial advisory vote on the compensation of the Company’s named executive officers.

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

Frequency of advisory vote on

executive compensation

804,765

66,586

10,028,686

10,959

731,821

Item 5.07Shareholder Director Nominations.

The Company has tentatively set May 9, 2018 as the date for its 2018 annual meeting of stockholders. The date will be significantly earlier than the anniversary of this year’s annual meeting, which was held on October 30, 2017. Because the date of the meeting is expected to be more than 30 days earlier than the anniversary of the Company’s 2017 annual meeting of stockholders, proposals to be included in the Company’s proxy statement for the 2018 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act, must be received at the Company’s principal executive offices no later than the close of business on February 8, 2018 (being 90 calendar days prior to the proposed date of the 2018 annual meeting), which the Company believes is a reasonable time before it expects to begin to print and send its proxy materials. The Company’s stockholders must deliver the proposals or nominations to the Company at the following address: DASAN Zhone Solutions, Inc., Attn: Corporate Secretary, 7195 Oakport Street, Oakland, California 94621.

Additionally, in accordance with the advance notice provisions set forth in the Company’s Amended and Restated Bylaws, in order for other business to be brought before the annual meeting outside of Rule 14a-8 under the Exchange Act, it must be received at the Company’s principal executive offices no later than the close of business on February 8, 2018, and must also comply with the provisions set forth in the Company’s Amended and Restated Bylaws and applicable law.


About DASAN ZHONE SOLUTIONS, INC. (NASDAQ:DZSI)

DASAN Zhone Solutions, Inc., formerly Zhone Technologies, Inc., designs, develops and manufactures communications network equipment for telecommunications operators and enterprises across the world. The Company’s products provide enterprise solutions that enable both network service providers and enterprises to deliver high speed fiber access, while transporting voice, video and data to the end user. In addition to its product offerings in its core business, it offers FiberLAN Passive Optical local area network (LAN), which provides an alternative to switched copper-based LANs. The customers of its FiberLAN business include hospitality, government, education, manufacturing and business enterprises. Its products span two categories: SLMS Products, and Legacy, Service and Other Products. Its SLMS Products include Broadband Aggregation and Service, Customer Premise Equipment (CPE), Zhone Management System and FiberLAN Passive Optical LAN.

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