GIGAMON INC. (NYSE:GIMO) Files An 8-K Submission of Matters to a Vote of Security Holders

GIGAMON INC. (NYSE:GIMO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

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On December 22, 2017, Gigamon Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at their principal executive offices in Santa Clara, California.

As of the record date, November20, 2017, there were 38,019,446 shares of common stock of the Company outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 29,646,880 shares, or approximately 77.97% of all outstanding shares of common stock, were present either in person or by proxy. Two matters were voted upon at the Special Meeting, with the Board of Directors of the Company unanimously recommending a vote “FOR” each of the proposals voted upon, as further described in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November24, 2017 (the “Definitive Proxy Statement”).

Proposal No.1 (the “Merger Proposal”) was to adopt the Agreement and Plan of Merger, dated as of October26, 2017, as it may be amended from time to time, by and among the Company, Ginsberg Holdco, Inc., and Ginsberg Merger Sub, Inc. (the “Merger Agreement”).

Proposal No.3 (the “Advisory Proposal”) was to approve, by a non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the merger contemplated by the Merger Agreement.

The Merger Proposal and the Advisory Proposal were approved. In light of the approval of the Merger Proposal, Proposal No.2 to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal, was rendered moot and was not presented for a vote at the Special Meeting. The table below shows the final voting results from the Special Meeting.

VotesFor VotesAgainst Abstentions

Proposal No.1 – The Merger Proposal

26,432,382 3,133,857 80,641

Proposal No.3 – The Advisory Proposal

23,661,853 5,784,840 200,187


About GIGAMON INC. (NYSE:GIMO)

Gigamon Inc. offers solutions that deliver visibility and control of traffic across networks. The Company’s Visibility Fabric solution consists of a distributed system of nodes that enable a level of visibility, modification and control of network traffic. Its GigaSECURE Security Delivery Platform enables the delivery of network, data as a service, for multiple security tools. Its Visibility Fabric solution consists of a distributed system of nodes that enable a level of visibility, modification and control of network traffic. Its GigaSMART platform provides a range of software applications to modify, manipulate, transform, filter, correlate and sample network traffic. The Company’s GigaVUE H Series includes both blade-based modular chassis products, such as the GigaVUE-HC-2, GigaVUE-HD-4, and GigaVUE-HD-8, as well as fixed-configuration appliances, such as the GigaVue-HB-1. It has presence in the United States; Rest of Americas; Europe, Middle East and Africa, and Asia Pacific.

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