Form 8-K Annual Meeting 2014


 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 10, 2014
 
 
 
 
Ciena Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
 
 
0-21969
 
23-2725311
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
7035 Ridge Road, Hanover, MD
 
21076
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
(410) 694-5700
(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 (see General Instruction A.2. below):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     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

Ciena held its annual meeting of stockholders on April 10, 2014. As of the February 14, 2014 record date, there were 105,003,960 shares of common stock outstanding and entitled to notice of and to vote at the annual meeting. The matters described below were voted on by stockholders at the annual meeting and the number of votes cast with respect to each matter, and with respect to the election of directors, were as indicated below:
    
Proposal 1
 
For
 
Against
 
Abstain
 
Non-Votes
Election to the Board of Directors of three Class II directors and one Class III director:
 
 
 
 
 
 
 
 
Harvey B. Cash
 
67,224,409
 
1,654,951
 
285,113
 
21,223,318
Judith M. O'Brien
 
67,447,259
 
1,453,120
 
284,094
 
21,223,318
Gary B. Smith
 
67,495,149
 
1,383,777
 
285,547
 
21,223,318
T. Michael Nevens
 
68,385,202
 
493,550
 
285,721
 
21,223,318

Each director nominee above was elected by the vote of the majority of the votes cast by stockholders in accordance with Ciena's bylaws. The Class II directors (Cash, O'Brien and Smith) will serve for three-year terms ending in 2017, or until their respective successors are elected and qualified. In accordance with Ciena's bylaws, the Class III director (Nevens), previously elected by the Board of Directors, will serve the remainder of his term ending in 2015, or until his successor is elected an qualified. In addition, the following directors continue to hold office after the annual meeting: Bruce L. Claflin, Lawton W. Fitt, Patrick T. Gallagher, Patrick H. Nettles, Ph.D and Michael J. Rowny.

Proposal 2
 
For
 
Against
 
Abstain
 
Non-Votes
Approval of an amendment to the 2008 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder by 6.6 million shares.
 
62,000,199
 
6,685,737
 
478,537
 
21,223,318


Proposal 2 to approve the amendment to the 2008 Omnibus Incentive Plan was approved by the affirmative vote of a majority of the total votes cast by stockholders.

Proposal 3
 
For
 
Against
 
Abstain
 
Non-Votes
Ratification of the appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for the fiscal year ending October 31, 2014:
 
86,731,379
 
2,972,781
 
683,631
 
n/a

Proposal 3 to ratify the appointment of Ciena's independent registered public accounting firm was approved by the affirmative vote of a majority of the total votes cast by stockholders.


Proposal 4
 
For
 
Against
 
Abstain
 
Non-Votes
A stockholder advisory vote on executive compensation as described in the proxy materials:
 
62,885,079
 
6,100,411
 
178,983
 
21,223,318

Proposal 4, the advisory “say on pay” vote regarding executive compensation, was approved by the affirmative vote of a majority of the total votes cast by stockholders.







SIGNATURES

 
 
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 thereunto duly authorized.
    


 
 
 
 
 
Ciena Corporation
 
 
 
Date: April 11, 2014
By:
/s/ David M. Rothenstein
 
 
David M. Rothenstein
 
 
Senior Vice President, General Counsel and Secretary