Internap Corporation (NASDAQ:INAP) Files An 8-K Material Modification to Rights of Security Holders

Internap Corporation (NASDAQ:INAP) Files An 8-K Material Modification to Rights of Security Holders

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ITEM3.03

Material Modification to Rights of Security
Holders.

On June 22, 2017, Internap Corporation (the Company) filed a
Certificate of Amendment (the Amendment) to its Restated
Certificate of Incorporation with the State of Delaware. The
Amendment increases the number of authorized shares of common
stock from 120,000,000 shares to 200,000,000 shares.

The foregoing description of the Amendment is a summary and is
qualified in its entirety by reference to the complete text of
the Amendment, which is attached as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated by reference herein.

ITEM5.02

Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory

Arrangements of Certain Officers.

On June 21, 2017, the stockholders of the Company approved the
Internap Corporation 2017 Stock Incentive Plan (the 2017 Plan).
The 2017 Plan contains 4,500,000 shares which can granted to the
terms and conditions of the 2017 Plan. Under the 2017 Plan, only
full value shares in the form of restricted stock and restricted
stock units will be available for grant. The 2017 Plan does not
provide for the grant of stock options or stock appreciation
rights. The 2017 Plan also places a limit on director
compensation. Unless otherwise determined by the disinterested
members of the Board of Directors, director compensation of each
director would be capped at $500,000 (the dollar amount of cash
and the grant date value of stock awards) in any fiscal year.

Additional details regarding the 2017 Plan are included in the
Companys Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on April 25, 2017 (the
2017 Proxy Statement), under the heading Proposal 5 Approval of
the Internap Corporation 2017 Stock Incentive Plan. The foregoing
summary is qualified in its entirety by the full text of the 2017
Plan, a copy of which is filed as Annex A to the 2017 Proxy
Statement, and incorporated by reference herein.

ITEM5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The information included in Item 3.03 is incorporated by
reference herein.

ITEM5.07 Submission of Matters to a Vote of Security
Holders.

On June 21, 2017, the Company held its 2017 annual meeting of
stockholders (the Annual Meeting).The final results of voting for
each matter submitted to a vote of stockholders at the Annual
Meeting are set forth below.

(i) The following directors were elected at the Annual Meeting
and the voting for each director was as follows:

Nominee For Withhold BrokerNon-Votes
Daniel C. Stanzione 56,467,617 1,522,894 15,403,799
Debora J. Wilson 56,695,550 1,294,961 15,403,799
Peter J. Rogers, Jr. 56,722,062 1,268,449 15,403,799

(ii) The Audit Committees appointment of BDO USA, LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017 was ratified by the
following vote:

For Against Abstain BrokerNon-Votes
BDO, USA LLP 73,193,552 162,617 38,141

(iii) The advisory vote on executive compensation was approved by
the following vote:

For Against Abstain BrokerNon-Votes
Advisory vote on executivecompensation 55,798,276 2,137,422 54,813 15,403,799

(iv) The advisory vote on the frequency of the advisory vote on
executive compensation was as follows:

1 Year 2 Years 3 Years Abstain
Advisory vote on frequency of advisory votes on
executivecompensation
56,365,305 138,902 1,385,127 101,177

(v) The 2017 Plan was approved by the following vote:

For Against Abstain BrokerNon-Votes
2017 Plan 56,827,088 1,056,469 106,954 15,403,799

(vi) The Amendment to increase the number of authorized shares of
common stock was approved by the following vote:

For Against Abstain BrokerNon-Votes
Increase number of authorized shares 69,075,809 4,269,305 49,196

(v) The potential amendment to our Restated Certificate of
Incorporation to effect a reverse stock split and authorize our
Board of Directors to select the ratio of the reverse stock split
as set forth in the amendment was approved by the following vote:

For Against Abstain BrokerNon-Votes
Reverse stock split 69,298,170 3,847,528 248,612

ITEM9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this Current Report on Form
8-K:

Exhibit No. Description
3.1 Certificate of Amendment to the Restated Certificate of
Incorporation, dated June 22, 2017
10.1 Internap Corporation 2017 Stock Incentive Plan (incorporated
herein by reference to Annex A to the Companys Definitive
Proxy Statement on Schedule 14A, filed April 25, 2017)



Internap Corp Exhibit
EX-3.1 2 t1700401_ex3-1.htm EXHIBIT 3.1    Exhibit 3.1   CERTIFICATE OF AMENDMENT OF  THE RESTATED CERTIFICATE OF INCORPORATION OF  INTERNAP CORPORATION   Pursuant to Section 242 of the General Corporation Law of the State of Delaware Internap Corporation,…
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About Internap Corporation (NASDAQ:INAP)

Internap Corporation, formerly InterNAP Network Services Corporation, provides Internet infrastructure services. The Company operates through two segments: Data Center Services segment and Internet Protocol Services segment. It offers hybrid Internet infrastructure services, which enables customers to mix and match cloud, hosting and colocation for the combination of services. It also offers availability across a global network of data centers, and services backed by service level agreements (SLAs). The Company serves approximately 11,000 customers in various industries, including software and Internet; media and entertainment; business services; healthcare technology infrastructure, and telecommunications. Its Data Center Services segment includes colocation, hosting and cloud services. IP Services segment includes its performance IP service, content delivery network (CDN) services, IP routing hardware and software platform, and Managed Internet Route Optimizer Controller.

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