INFINERA CORPORATION (NASDAQ:INFN) 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

7 years ago

INFINERA CORPORATION (NASDAQ:INFN) 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.

(e) Approval of Amendment to the Infinera Corporation 2016 Equity
Incentive Plan

At the Annual Meeting of Stockholders (the Annual Meeting) of
Infinera Corporation (the Company) held on May 25, 2017, the
Companys stockholders approved an amendment to the Companys 2016
Equity Incentive Plan (the 2016 Plan) to increase the number of
shares authorized for issuance under the 2016 Plan by 6,400,000
shares.

Upon recommendation of the Compensation Committee, the Board of
Directors of the Company (the Board) approved this amendment to
the 2016 Plan on March 30, 2017, subject to the approval of the
Companys stockholders at the Annual Meeting. Accordingly, this
amendment to the 2016 Plan became effective upon stockholder
approval at the Annual Meeting.

A detailed summary of the 2016 Plan is contained in the Companys
proxy statement for the Annual Meeting filed with the Securities
and Exchange Commission on April 12, 2017. The foregoing and the
summary contained in the proxy statement do not purport to be
complete and are qualified in their entirety by reference to the
full text of the 2016 Plan, which is filed hereto as Exhibit 10.1
and is incorporated herein by reference.



Item 5.07	Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the stockholders voted on the following
five proposals and cast their votes as described below.

Proposal 1 – Approval of the Election of Three Class I Directors to
the Companys Board of Directors

The three individuals listed below were elected at the Annual
Meeting to serve on the Board for a three-year term expiring at
the 2020 Annual Meeting of Stockholders or until their respective
successors have been duly elected and qualified.



Name	For	Against	Abstain	Broker Non-Votes
Thomas J. Fallon	93,236,514	2,311,563	210,330	29,647,222
Kambiz Y. Hooshmand	90,900,243	4,314,919	543,245	29,647,222
Rajal M. Patel	92,851,188	2,379,237	527,982	29,647,222

John P. Daane, Marcel Gani, Paul J. Milbury, Mark A. Wegleitner
and David F. Welch, Ph.D. will continue to serve as members of
the Board until the expiration of their respective terms or until
their respective successors have been duly elected and qualified.

Proposal 2 – Approval of Amendment to the Infinera Corporation
2016 Equity Incentive Plan to Increase to Number of Shares
Authorized for Issuance thereunder by 6,400,000 Shares

Proposal 2 was to approve an amendment to the 2016 Plan to
increase the number of shares authorized for issuance thereunder
by 6,400,000 shares. This proposal was approved.



For	Against	Abstain	Broker Non-Votes
90,094,790	5,244,850	418,767	29,647,222

Proposal 3 – Approval, on an Advisory Basis, of the Compensation
of the Company’s Named Executive Officers

Proposal 3 was to approve, on an advisory basis, the compensation
of the Company’s named executive officers for fiscal year 2016,
as described in the proxy materials. This proposal was approved.



For	Against	Abstain	Broker Non-Votes
81,603,977	13,675,921	478,509	29,647,222

Proposal 4 – Approval, on an Advisory Basis, of the Frequency of
Stockholder Advisory Votes on the Compensation of the Company’s
Named Executive Officers

Proposal 4 was to approve, on an advisory basis, the frequency of
stockholder votes on the compensation of the Company’s named
executive officers. One year was approved for this proposal.



1 Year	2 Years	3 Years	Abstain
86,658,348	161,272	8,521,318	417,469

In accordance with the voting results for this proposal, the
Board has determined that the Company will hold future
stockholder advisory votes on the compensation of the Companys
named executive officers every year. The next required advisory
vote on the frequency of future stockholder advisory votes on the
compensation of the Companys named executive officers will take
place no later than at the Companys 2023 Annual Meeting of
Stockholders.

Proposal 5 – Ratification of the Appointment of Ernst Young LLP
as the Companys Independent Registered Public Accounting Firm for
the Fiscal Year Ending December 30, 2017

Proposal 5 was to ratify the appointment of Ernst Young LLP as
the Companys independent registered public accounting firm for
the fiscal year ending December 30, 2017, as described in the
proxy materials. This proposal was approved.



For	Against	Abstain
124,260,240	567,036	578,353



Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.



Exhibit No.		Description

10.1		Infinera Corporation 2016 Equity Incentive Plan, as amended.

About INFINERA CORPORATION (NASDAQ:INFN)
Infinera Corporation is a provider of optical transport networking systems to service providers. The Company operates through optical transport networking systems segment. The Company serves Tier 1 and Tier 2 telecommunications service providers, Internet content providers, cable operators, wholesale and enterprise carriers, research and education institutions and government entities around the world. Its product portfolio consists of DTN-X family of platforms, the Infinera DTN platform, the Infinera Cloud Xpress platform, the Infinera TM-Series, the Infinera TG-Series and the Infinera ATN platform addressing subsea, long-haul and metro networks. The Company manufactures indium phosphide photonic integrated circuits, which are used as a differentiating component inside its intelligent transport network platforms. The Company’s software and services include Infinera Open Transport Switch, Infinera Management Suite and Customer Support Services. INFINERA CORPORATION (NASDAQ:INFN) Recent Trading Information
INFINERA CORPORATION (NASDAQ:INFN) closed its last trading session down -0.32 at 10.03 with 1,406,382 shares trading hands.