INFN-05.11.2015-8K



 
 
 
 
 

 
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):
May 7, 2015
 
__________________________________________________ 
INFINERA CORPORATION
(Exact name of registrant as specified in its charter)
 
__________________________________________________ 
 
 
 
 
 
Delaware
 
001-33486
 
77-0560433
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
140 Caspian Court
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(408) 572-5200
(Registrant’s telephone number, including area code)
Not Applicable
(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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 






Item 5.07
Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Infinera Corporation (the "Company") held on May 7, 2015, the stockholders voted on the following three proposals and cast their votes as described below.

Proposal 1 - Approval of the Election of Three Class II Directors to the Company’s Board of Directors

The three individuals listed below were elected at the Annual Meeting to serve on the Board for a three-year term expiring at the 2018 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.
Name
For
Withheld
Non-Votes
James A. Dolce, Jr.
80,495,759
1,730,976
30,192,419
Paul J. Milbury
80,429,520
1,797,215
30,192,419
David F. Welch, Ph.D.
78,741,356
3,485,379
30,192,419

Thomas J. Fallon, Marcel Gani, Kambiz Y. Hooshmand, Carl Redfield and Mark A. Wegleitner will continue to serve as members of the Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified.

Proposal 2 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 26, 2015

Proposal 2 was a management proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2015, as described in the proxy materials. This proposal was approved.

For
Against
Abstain
110,065,888
2,134,321
218,945

Proposal 3 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

Proposal 3 was a management proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal year 2014, as described in the proxy materials. This proposal was approved.

For
Against
Abstain
Non-Votes
78,872,494
3,084,983
269,258
30,192,419







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
INFINERA CORPORATION
 
Date: May 11, 2015
By:
/s/ JAMES L. LAUFMAN
 
 
James L. Laufman
Senior Vice President, General Counsel and Secretary