Current Report Filing (8-k)
June 15 2016 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2016
CAVIUM, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33435
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77-0558625
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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2315 N. First Street,
San Jose CA 95131
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 943-7100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on June 15, 2016, at the 2016 Annual Meeting of
Stockholders (the “Annual Meeting”) of Cavium, Inc. (“Cavium”), Cavium’s stockholders approved the Cavium, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), under which a maximum of 3,600,000 shares of common
stock are reserved for issuance pursuant to stock options and other equity awards, plus shares underlying outstanding awards granted under the 2007 Cavium, Inc. Equity Incentive Plan or the Cavium, Inc. 2001 Equity Incentive Plan that may return to
the 2016 Plan’s share reserve, as further described in the 2016 Plan. The 2016 Plan had been previously approved, subject to stockholder approval, by the Board of Directors of Cavium. The 2016 Plan became effective immediately upon stockholder
approval at the Annual Meeting.
A summary of the material terms of the 2016 Plan is set forth in the Company’s definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission on April 26, 2016 (the “Proxy Statement”) as Proposal 4, beginning on page 19, and is incorporated herein by reference. That summary and the foregoing description are
qualified in their entirety by reference to the text of the 2016 Plan and the forms of grant notice and award agreements under the 2016 Plan, which are filed as Exhibit 10.1 through Exhibit 10.4 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2016, Cavium held its 2016 Annual Meeting of Stockholders at Cavium’s corporate offices in San Jose, California. At the Annual Meeting,
the Cavium stockholders voted on the following four proposals:
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(a)
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To elect the director nominees named below to serve until the 2019 Annual Meeting of Stockholders. The following named nominees were elected, with the vote thereon at the Annual Meeting as follows:
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Final Voting Results
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Nominee
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For
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Withheld
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Broker Non-Vote
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Syed B. Ali
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49,422,243
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799,236
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3,470,325
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Anthony S. Thornley
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49,307,196
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914,283
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3,470,325
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(b)
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To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent auditors of Cavium for its fiscal year ending December 31, 2016. This proposal was approved,
with the votes thereon at the Annual Meeting as follows:
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Final Voting Results
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For
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Against
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Abstain
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Broker Non-Vote
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53,220,003
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465,190
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6,611
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0
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(c)
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To approve, on an advisory basis, the compensation of the Cavium named executive officers, as disclosed in the Proxy Statement. This proposal was approved, with votes thereon at the Annual Meeting as follows:
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Final Voting Results
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For
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Against
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Abstain
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Broker Non-Vote
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49,924,567
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290,968
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5,944
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3,470,325
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2
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(d)
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To approve the Cavium, Inc. 2016 Equity Incentive Plan, or the 2016 Plan. This proposal was approved, with votes thereon at the Annual Meeting as follows:
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Final Voting Results
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For
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Against
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Abstain
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Broker Non-Vote
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43,142,505
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7,073,291
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5,683
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3,470,325
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Item 9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1†
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Cavium, Inc. 2016 Equity Incentive Plan.
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10.2†
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Forms of Option Grant Notice and Option Agreement for use in connection with the Cavium, Inc. 2016 Equity Incentive Plan.
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10.3†
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Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use in connection with the Cavium, Inc. 2016 Equity Incentive Plan.
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10.4†
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Forms of Non-Employee Director Restricted Stock Unit Award Grant Notice and Non-Employee Director Restricted Stock Unit Award Agreement for use in connection with the Cavium, Inc. 2016 Equity Incentive Plan.
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† Management contract or compensatory plan or arrangement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CAVIUM, INC.
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Dated: June 15, 2016
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By:
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/s/ Vincent P. Pangrazio
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Vincent P. Pangrazio
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SVP, General Counsel and Secretary
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Exhibit Index
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Exhibit
No.
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Description
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10.1†
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Cavium, Inc. 2016 Equity Incentive Plan.
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10.2†
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Forms of Option Grant Notice and Option Agreement for use in connection with the Cavium, Inc. 2016 Equity Incentive Plan.
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10.3†
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Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use in connection with the Cavium, Inc. 2016 Equity Incentive Plan.
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10.4†
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Forms of Non-Employee Director Restricted Stock Unit Award Grant Notice and Non-Employee Director Restricted Stock Unit Award Agreement for use in connection with the Cavium, Inc. 2016 Equity Incentive Plan.
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† Management contract or compensatory plan or arrangement.
5
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