Juniper Networks, Inc. (NYSE:JNPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Juniper Networks, Inc. (NYSE:JNPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)Amendment and Restatement of Juniper Networks, Inc. 2015
Equity Incentive Plan

On May25, 2017, at the 2017 Annual Meeting of Stockholders (the
Annual Meeting) of Juniper Networks, Inc. (the
Company), the Companys stockholders approved the amendment
and restatement of the Juniper Networks, Inc. 2015 Equity
Incentive Plan (the 2015 Plan) to, among other things,
(i)increase the available share reserve of the 2015 Plan by
23,000,000 shares, (ii)provide for a maximum limit on the amount
of cash fees and equity awards that may be paid or granted to a
non-employee director, in such capacity, each fiscal year and
(iii)provide that dividend equivalents, if granted, credited to
any equity award will only be distributed to the extent the
underlying equity award vests (the 2015 Plan, as amended and
restated, the Amended and Restated 2015 Plan). The Amended
and Restated 2015 Plan previously had been approved, subject to
stockholder approval, by the Board of Directors of the Company
(the Board) on February17, 2017.

A more complete description of the terms of the Amended and
Restated 2015 Plan can be found in Proposal No. 3Approval of the
Amendment and Restatement of the Juniper Networks, Inc. 2015
Equity Incentive Plan in the Companys definitive proxy statement
filed with the Securities and Exchange Commission on April10,
2017 (the 2017 Proxy Statement), which description is
incorporated by reference herein. The foregoing description and
the description incorporated by reference from the 2017 Proxy
Statement are qualified in their entirety by reference to the
Amended and Restated 2015 Plan, a copy of which is filed as
Exhibit 10.1 to this report and incorporated herein by reference.

Amendment and Restatement of Juniper Networks, Inc. 2008
Employee Stock Purchase Plan

In addition, at the Annual Meeting, the Companys stockholders
approved the amendment and restatement of the Juniper Networks,
Inc. 2008 Employee Stock Purchase Plan (the ESPP) to,
among other things, increase the available share reserve of the
ESPP by 9,000,000 shares (the ESPP, as amended and restated, the
Amended and Restated ESPP). The Amended and Restated ESPP
previously had been approved, subject to stockholder approval, by
the Board on February17, 2017.

A more complete description of the terms of the Amended and
Restated ESPP can be found in Proposal No. 4Approval of the
Amendment and Restatement of the Juniper Networks, Inc. 2008
Employee Stock Purchase Plan in the 2017 Proxy Statement, which
description is incorporated by reference herein. The foregoing
description and the description incorporated by reference from
the 2017 Proxy Statement are qualified in their entirety by
reference to the Amended and Restated ESPP, a copy of which is
filed as Exhibit 10.2 to this report and incorporated herein by
reference.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Certificate of Amendment to Restated Certificate of
Incorporation

The Companys stockholders also approved at the Annual Meeting a
certificate of amendment (the Certificate) to our restated
certificate of incorporation that reduces the supermajority vote
thresholds set forth therein to a majority vote threshold. The
Certificate previously had been approved, subject to stockholder
approval, by the Board on November17, 2016. The Certificate was
filed with the Secretary of State of the State of Delaware on
May25, 2017, and became effective on such date.

A more complete description of the Certificate can be found in
Proposal No. 5Approval of a Certificate of Amendment to the
Juniper Networks, Inc. Restated Certificate of Incorporation to
Eliminate the Supermajority Provisions in the 2017 Proxy
Statement, which description is incorporated by reference herein.
The foregoing description and the description incorporated by
reference from the 2017 Proxy Statement, are qualified in their
entirety by reference to the Certificate, a copy of which is
filed as Exhibit 3.1 to this report and incorporated herein by
reference.

Amended and Restated Bylaws

On May25, 2017, the Board, acting upon the recommendation of the
Nominating and Corporate Governance Committee of the Board,
amended and restated the Companys bylaws (the Amended
Bylaws
) to (i)change the size of the Board from ten
(10)directors to a number as authorized from time to time by the
Board, provided that no such resolution may have the effect of
reducing the authorized number of directors to less than the
number of directors in office as of the time the resolution takes
effect and (ii)make minor administrative changes.

The foregoing description is qualified in its entirety by
reference to the Amended Bylaws, a copy of which is filed as
Exhibit 3.2 to this report and incorporated herein by reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

At the Annual Meeting, the Companys stockholders voted upon the
following proposals described in the 2017 Proxy Statement: (1)to
elect nine directors; (2)to ratify the appointment of Ernst Young
LLP, an independent registered public accounting firm, as
auditors for the fiscal year ending December31, 2017; (3)to
approve an amendment and restatement to the 2015 Plan; (4)to
approve an amendment and restatement to the ESPP; (5)to approve a
certificate of amendment to our restated certificate of
incorporation to eliminate any supermajority voting requirements
contained therein; (6)a non-binding advisory vote
regarding executive compensation; (7)to approve, on an advisory
basis, the frequency of future stockholder advisory votes on the
compensation of our named executive officers; and (8)to vote upon
a proposal submitted by one of our stockholders, which was
properly presented at the Annual Meeting.

All nominated
directors were elected, the frequency option for future
stockholder advisory votes on the compensation of our named
executive officers that received the most votes was one (1)year,
the stockholder proposal was not approved, and the other
proposals were approved by the required stockholder vote. The
final voting results with respect to each proposal is as set
forth below.

(1) Proposal for
election of nine directors:

For Against Abstain BrokerNon-Votes
Robert M. Calderoni 280,661,863 38,629,238 344,889 30,047,577
Gary Daichendt 317,613,550 1,640,832 381,608 30,047,577
Kevin DeNuccio 312,103,530 7,183,982 348,478 30,047,577
James Dolce 315,587,077 3,704,353 344,560 30,047,577
Mercedes Johnson 316,690,286 2,590,419 355,285 30,047,577
Scott Kriens 316,960,881 2,460,216 214,893 30,047,577
Rahul Merchant 311,514,906 7,776,280 344,804 30,047,577
Rami Rahim 318,551,449 874,418 210,123 30,047,577
William Stensrud 304,152,037 15,100,194 383,759 30,047,577

(2) Proposal to
ratify Ernst Young LLP as auditors for the fiscal year ending
December31, 2017:

For

Against

Abstain

342,102,963 7,238,416 342,188

(3) Proposal to
approve an amendment and restatement to the 2015 Plan:

For

Against

Abstain

BrokerNon-Votes

212,090,622 107,335,344 210,024 30,047,577

(4) Proposal to
approve an amendment and restatement to the ESPP:

For

Against

Abstain

BrokerNon-Votes

318,121,886 1,409,646 104,458 30,047,577

(5) Proposal to
approve a certificate of amendment to our restated certificate of
incorporation to eliminate any supermajority voting requirements
contained therein:

For

Against

Abstain

BrokerNon-Votes

318,689,132 839,864 106,994 30,047,577

(6) Proposal to
approve a non-binding advisory resolution on the compensation of
the named executive officers of the Company:

For

Against

Abstain

BrokerNon-Votes

239,358,597 80,019,453 257,940 30,047,577

(7) Proposal to
approve, on an advisory basis, the frequency of future
stockholder advisory votes on the compensation of our named
executive officers:

1 Year

2 Years

3 Years

Abstain

BrokerNon-Votes

285,624,780 187,807 33,605,911 217,492 30,047,577

Based on the
results of the vote, and consistent with the Boards
recommendation, the Board has determined to hold a non-binding advisory vote
regarding executive compensation every year until the next
required non-binding advisory vote on the frequency of holding
future votes regarding executive compensation.

(8) Stockholder proposal
relating to annual disclosure of EEO-1 data:

For

Against

Abstain

BrokerNon-Votes

78,924,636 236,031,744 4,679,610 30,047,577

Item9.01 Financial
Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Description

3.1 Certificate of Amendment to the Restated Certificate of
Incorporation of Juniper Networks, Inc.
3.2 Amended and Restated Bylaws of Juniper Networks, Inc.
10.1 Amended and Restated Juniper Networks, Inc. 2015 Equity
Incentive Plan
10.2 Amended and Restated Juniper Networks, Inc. 2008 Employee
Stock Purchase Plan
Indicates management contract or compensatory plan, contract
or arrangement.


About Juniper Networks, Inc. (NYSE:JNPR)

Juniper Networks, Inc. designs, develops and sells products and services for high-performance networks to enable customers to build networks for their businesses. The Company sells its products in over 100 countries in three geographic regions: Americas; Europe, Middle East, and Africa (EMEA), and Asia Pacific (APAC). It sells its high-performance network products and service offerings across routing, switching and security. Its products address network requirements for global service providers, cloud environments, enterprises, governments and research and public sector organizations. In addition to its products, the Company offers its customers across the world services, including technical support, professional services, education and training programs. Its Junos Platform enables its customers to expand network software into the application space, deploy software clients to control delivery. The Junos Platform includes a range of products, such as Junos OS, Junos Space and Contrail.

Juniper Networks, Inc. (NYSE:JNPR) Recent Trading Information

Juniper Networks, Inc. (NYSE:JNPR) closed its last trading session up +0.08 at 29.30 with 2,904,277 shares trading hands.

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