Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 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 May 25, 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 February 17, 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 April 10, 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 February 17, 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.
Item 5.03 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 November 17, 2016. The Certificate was
filed with the Secretary of State of the State of Delaware on May 25, 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 May 25, 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.
Item 5.07 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 December 31, 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
|
|
Broker Non-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 December 31, 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
|
|
Broker Non-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
|
|
Broker Non-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
|
|
Broker Non-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
|
|
Broker Non-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
|
|
Broker Non-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
|
|
Broker Non-Votes
|
78,924,636
|
|
236,031,744
|
|
4,679,610
|
|
30,047,577
|