UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 14, 2016
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INFINERA CORPORATION
(Exact name of registrant as specified in its charter)
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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)
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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. |
(b) On January 14, 2016, Carl Redfield notified Infinera Corporation (the “Company”) of his decision to not stand for re-election and retire from the Company’s board of directors (the “Board”) and committees thereof effective as of the date of the 2016 Annual Meeting of Stockholders to be held on May 12, 2016. Mr. Redfield served on the Nominating and Governance Committee and the Compensation Committee.
(d) On January 14, 2016, John P. Daane was appointed to serve as a member of the Board. Mr. Daane will serve as a Class III Director (with a term expiring at the 2016 Annual Meeting of Stockholders) until his successor is duly elected and qualified or his earlier death, resignation or removal. There are no arrangements or understandings between Mr. Daane and any other persons pursuant to which Mr. Daane was appointed a director of the Company. There are also no family relationships between Mr. Daane and any director or executive officer of the Company. Mr. Daane has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Daane will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangements for non-employee directors. As part of this compensation, Mr. Daane is eligible to receive an initial award of restricted stock units equal to $165,000 in value based on the fair market value of Company common stock as reported on the NASDAQ Stock Market. This initial award will vest annually over three years. Mr. Daane will also enter into a director indemnification agreement with the Company in the form previously filed with the Securities and Exchange Commission.
A copy of the Company’s January 19, 2016 press release announcing Mr. Daane’s appointment to the Board is attached hereto as Exhibit 99.1.
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Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
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Exhibit No. | | Description |
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99.1 | | Press release of Infinera Corporation dated January 19, 2016 |
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 hereunto duly authorized.
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| | | | INFINERA CORPORATION |
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Date: January 19, 2016 | | By: | | /s/ JAMES L. LAUFMAN |
| | | | James L. Laufman Senior Vice President and General Counsel |
EXHIBIT INDEX
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Exhibit No. | | Description |
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99.1 | | Press release of Infinera Corporation dated January 19, 2016 |
Exhibit 99.1
Infinera Appoints John P. Daane to its Board of Directors and
Announces the Retirement of Board Member Carl Redfield
Sunnyvale, California - January 19, 2016 - Infinera, provider of Intelligent Transport Networks, announced the appointment of John P. Daane to the board of directors of Infinera, effective January 14, 2016.
Mr. Daane brings to the position a deep understanding of high performance programmable networking components and the networking ecosystems, especially as they pertain to data center and cloud architectures. This background, coupled with a breadth of experience leading high technology companies renowned for their innovation and growth, will be instrumental as Infinera continues its own innovation and growth trajectory expanding into new markets and gaining market share.
Mr. Daane served as the president, chief executive officer and board member of Altera Corporation, a semiconductor company focused on programmable networking chips, from November 2000 through Altera's acquisition by Intel Corporation in December 2015. Mr. Daane also served as the chairman of the board of Altera from May 2003 to December 2015. Prior to joining Altera, Mr. Daane spent 15 years at LSI Logic Corporation, a semiconductor manufacturer, in a variety of positions starting as an engineering intern and ending as executive vice president of the Communications Products Divisions including the Networking, Wireless, Telecom, Computer and Consumer Divisions, and central engineering. Mr. Daane also served as a board member of the Semiconductor Industry Association from January 2003 through December 2015.
“We welcome John to our board,” said Kambiz Hooshmand, chairman of the board of Infinera. “Under John’s leadership, Altera expanded its market position, growing into a multi-billion dollar company. John’s perspectives and experience will be invaluable to Infinera as we embark on a similar journey of market share and revenue expansion. In addition, John’s deep understanding of the networking ecosystem will prove valuable as the importance of scalable optics and intelligent transport networking in cloud architectures continues to evolve.”
“The cloud and data center networking markets are a significant and growing opportunity,” said John P. Daane. “I am excited to join Infinera’s board and look forward to working with the team to expand the impact and importance of Intelligent Transport Networks.”
Infinera also announced the retirement of Carl Redfield from the board of directors of Infinera. Mr. Redfield has served as director since 2006 and will not stand for re-election at the upcoming 2016 Annual Meeting of Stockholders.
“For nearly a decade, Carl has guided Infinera’s growth and expansion,” said Tom Fallon, Infinera CEO. “Not only has Carl been a valued mentor, Carl’s leadership was instrumental to the company’s transition from a start-up to a leader in the optical transport market.”
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Contacts: | | |
Media: Anna Vue | | Investors: Jeff Hustis |
Tel. +1 (916) 595-8157 | | Tel. +1 (408) 213-7150 |
avue@infinera.com | | jhustis@infinera.com |
About Infinera
Infinera (NASDAQ: INFN) provides Intelligent Transport Networks, enabling carriers, cloud operators, governments and enterprises to scale network bandwidth, accelerate service innovation and simplify optical network operations. Infinera’s end-to-end packet-optical portfolio is designed for long-haul, subsea, data center interconnect and metro applications. Infinera’s unique large scale photonic integrated circuits enable innovative optical networking solutions for the most demanding networks. To learn more about Infinera visit www.infinera.com, follow us on Twitter @Infinera and read our latest blog posts at blog.infinera.com.
This press release contains forward-looking statements that involve risks and uncertainties, including Infinera’s expectations regarding Infinera’s ability to continue its own innovation and growth trajectory expanding into new markets and gaining market share. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Actual results may vary materially from these expectations as a result of various risks and uncertainties. Information about these risks and uncertainties, and other risks and uncertainties that affect Infinera’s business, are contained in the risk factors section and other sections identified in Infinera’s latest Quarterly Report on Form 10-Q for the quarter ended September 26, 2015 as filed with the SEC, as well as any subsequent reports filed with or furnished to the SEC. These reports are available on Infinera’s website at www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.
Infinera and the Infinera logo are trademarks of Infinera Corporation. All other trademarks used or mentioned herein belong to their respective owners.
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