MITEL NETWORKS CORPORATION (NASDAQ:MITL) 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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MITEL NETWORKS CORPORATION (NASDAQ:MITL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

(e)

On May15, 2017, Mitel Network Corporation (the Corporation) held
its annual meeting of shareholders (the Meeting). At the Meeting,
the Corporations shareholders voted, among other things, to
approve the Corporations 2017 Omnibus Incentive Plan (the Plan).

The description of the material terms of the Plan included in the
Corporations definitive proxy statement filed with the Securities
and Exchange Commission (the Commission) on April21, 2017 for the
Meeting, as supplemented by the definitive additional materials
filed with the Commission on May4, 2017 (collectively, the Proxy
Statement), is incorporated by reference in this Form 8-K. Such
description does not purport to be complete and is qualified in
its entirety by reference to the full text of the Plan which is
filed as Exhibit 10.1 hereto and is also incorporated herein by
reference.

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

(a)

As previously disclosed in a Current Report on Form 8-K filed on
December22, 2017, on December16, 2016, the Board of Directors of
the Corporation approved and adopted an amendment to By-law No.1A
of the Corporation (the By-laws), effective as of December22,
2017, to increase the number of shares necessary to constitute a
quorum at any meeting of the Corporations shareholders from 25%
to 33 1/3%. The By-laws were amended in order to comply with
corporate governance requirements of the Nasdaq Stock Exchange
(NASDAQ) that applied to the Corporation commencing on January1,
2017, as the Corporation was no longer eligible to rely upon
NASDAQ foreign private issuer corporate governance exemptions
thereafter.

At the Meeting, the Corporations shareholders voted, among other
things, to confirm the amendment to the By-Laws. A copy of the
By-Laws as amended is filed as Exhibit 3.1 to the Corporations
Current Report on Form 8-K filed on December22, 2017 and
incorporated herein by reference.

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

As of the March21, 2017 record date for the determination of the
shareholders entitled to notice of and to vote at the Meeting,
122,788,211 of the Corporations common shares were outstanding
and eligible to vote. A total of 98,574,440 shares were voted in
person or by proxy at the Meeting. The results of the matters
voted on by shareholders at the Meeting are set forth below.
Unless otherwise indicated, the vote for each motion was taken by
a show of hands and the number of votes disclosed reflects only
those proxies received by management in advance of the Meeting.

Annual Resolution No.1:

Number of Directors. The number of directors was set at
eight.

Number of Common Shares

Percentage of Votes Cast

Voted For

Voted Against

AbstainedfromVoting

Broker Non-Votes

Voted For

Voted Against

AbstainedfromVoting

97,563,080 836,618 145,471 99% 0.85% 0.15%

Election of Directors Elected. Each of the directors
listed as nominees in the Proxy Statement were elected directors
of the Corporation until the next annual meeting.

Number of Common Shares PercentageofVotesCast
Voted For Withheld fromVoting Broker Non-Votes Voted For Withheld fromVoting

Dr.TerenceH. Matthews

78,346,956 9,248,866 10,949,347 89.44 % 10.56 %

Richard D. McBee

86,275,146 1,320,676 10,949,347 98.49 % 1.51 %

Benjamin H. Ball

81,814,247 5,781,575 10,949,347 93.40 % 6.60 %

Peter D. Charbonneau

82,912,202 4,683,620 10,949,347 94.65 % 5.35 %

John P. McHugh

85,354,364 2,241,458 10,949,347 97.44 % 2.56 %

Sudhakar Ramakrishna

87,213,888 381,934 10,949,347 99.56 % 0.44 %

David M. Williams

85,398,241 2,197,581 10,949,347 97.49 % 2.51 %

Martha H. Bejar

87,253,373 342,449 10,949,347 99.61 % 0.39 %

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Annual Resolution No.2: Appointment of Auditors Passed.
Deloitte LLP was appointed auditor of the Corporation.

Number of Common Shares

PercentageofVotesCast

Voted For

WithheldfromVoting

BrokerNon-Votes

VotedFor

WithheldfromVoting

93,664,095 4,881,072 95.05% 4.95%

Annual Resolution No.3: Advisory Vote for Executive
Compensation Passed
. An advisory (non-binding) resolution to
approve executive compensation was passed.

Number of Common Shares

Percentage of Votes Cast

Voted For

Voted Against

AbstainedfromVoting

Broker Non-Votes

Voted For

Voted Against

AbstainedfromVoting

61,940,067 25,537,076 118,679 10,949,347 70.71% 29.15% 0.14%

Resolution No.4: Advisory Vote on Frequency of Say-on-Pay
Votes 1 Year
. Shareholders determined that the preferred
frequency of an advisory vote on the executive compensation of
the Corporations NEOs as set forth in the Proxy Statement will be
every one year.

Number of Common Shares

Percentage of Votes Cast

Voted For 1 Year

Voted For 2 Years

Voted For 3 Years

Abstained from Voting

Broker Non-Votes

Voted For 1 Year

Voted For 2 Years

Voted For 3 Years

Abstained from Voting

85,509,445 30,235 1,946,826 109,316 10,949,347 97.62% 0.03% 2.22% 0.12%

Ordinary Resolution No.1: 2017 Omnibus Incentive Plan
Passed
. A resolution to approve the Plan, as more
particularly described in the Proxy Statement, was passed by a
ballot vote. The number of votes disclosed reflects those proxies
received by management in advance of the Meeting and votes cast
by ballot at the meeting.

Number of Common Shares

Percentage of Votes Cast

Voted For

Voted Against

AbstainedfromVoting

Broker Non-Votes

Voted For

Voted Against

AbstainedfromVoting

75,590,498 11,990,290 44,305 10,949,347 86.27% 13.68% 0.05%

By-Law Ratification Resolution Passed. A resolution to
confirm the amendment to the By-Laws of the Corporation, as
approved and adopted by the Board on December16, 2016, to
increase the quorum requirement of any meeting of the
Corporations shareholders from 25% to 33 1/3%, was passed.

Number of Common Shares

Percentage of Votes Cast

Voted For

Voted Against

AbstainedfromVoting

Broker Non-Votes

Voted For

Voted Against

AbstainedfromVoting

83,195,360 4,293,352 107,110 10,949,347 94.98% 4.90% 0.12%

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Item7.01. Regulation FD Disclosure.

A copy of our press release dated May17, 2017 relating to the
Meeting is furnished herewith and attached hereto as Exhibit
99.1.

Item9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1 By-laws of the Corporation, as amended and restated on
December16, 2016 (incorporated by reference to the
Corporations Current Report on Form 8-K filed on December22,
2017 (File No. 001-34699)
10.1 2017 Omnibus Incentive Plan
99.1 Report of Voting Results related to the Corporations Annual
Meeting of Shareholders held on May 15, 2017

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About MITEL NETWORKS CORPORATION (NASDAQ:MITL)

Mitel Networks Corp is a Canada-based provider of business communications and collaboration software, services and solutions. The Company operates through three segments: Enterprise, Cloud and Mobile. The Enterprise segment sells and supports products and services for premise-based customers. The Cloud segment sells and supports products that are deployed in a cloud environment. The Mobile segment sells and supports software-based telecommunications networking solutions that enable mobile service providers to deliver IP-based voice, video, rich communications and enhanced messaging services to their subscribers. The Company’s product portfolio includes premises and cloud-based enterprise communications infrastructure products and solutions, unified communications and collaboration (UCC) and contact center applications and a range of service offerings.

MITEL NETWORKS CORPORATION (NASDAQ:MITL) Recent Trading Information

MITEL NETWORKS CORPORATION (NASDAQ:MITL) closed its last trading session down -0.39 at 6.55 with 438,724 shares trading hands.