Current Report Filing (8-k)
September 06 2016 - 4:23PM
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)
September 2, 2016
POLYCOM, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
000-27978
|
|
94-3128324
|
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
6001 America Center Drive
San Jose, California 95002
(Address of principal executive offices, including zip code)
(408) 586-6000
(Registrants 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):
¨
|
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 Securities Holders.
|
On September 2, 2016, Polycom, Inc.
(
Polycom
) held a special meeting of stockholders (the
Special Meeting
). At the Special Meeting, proxies representing 101,302,269 shares of common stock, or approximately 75% of the total eligible voting shares,
which represented a quorum, were present and voted on the three proposals presented at the Special Meeting as follows:
Proposal One Adoption
of the Merger Agreement
The first proposal (the
Merger Proposal
) was to approve the adoption of the Agreement and Plan of
Merger, dated as of July 8, 2016 (the
Merger Agreement
) by and among Polycom, Triangle Private Holdings I, LLC, and Triangle Private Merger Sub Inc. Polycoms stockholders approved the Merger Proposal by the following
votes:
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
99,572,223
|
|
511,124
|
|
1,218,922
|
Proposal Two Adjournment of the Special Meeting
The second proposal (the
Adjournment Proposal
) was to approve any proposal to adjourn or postpone the Special Meeting, if necessary or
appropriate, (1) to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal, or (2) if the failure to adjourn or postpone would reasonably have been expected to be a
violation of applicable law. Polycoms stockholders approved the Adjournment Proposal by the following votes:
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
91,540,125
|
|
8,531,376
|
|
1,230,768
|
Proposal Three Advisory Vote on Executive Compensation
The third proposal (the
Compensation Proposal
) was to approve, by non-binding, advisory vote, compensation that will or may become payable
to Polycoms named executive officers in connection with the merger. Polycoms stockholders approved, by a non-binding, advisory vote, the Compensation Proposal by the following votes:
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
97,352,998
|
|
2,672,622
|
|
1,276,649
|
On September 6, 2016, Polycom issued a press release announcing the final voting
results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
|
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Press release of Polycom, Inc. dated September 6, 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.
|
|
|
POLYCOM, INC.
|
|
|
By:
|
|
/s/ Sayed M. Darwish
|
|
|
Sayed M. Darwish
|
|
|
Chief Legal Officer and Executive Vice President, Corporate Development
|
Date: September 6, 2016
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Press release of Polycom, Inc. dated September 6, 2016
|
Polycom (NASDAQ:PLCM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Polycom (NASDAQ:PLCM)
Historical Stock Chart
From Sep 2023 to Sep 2024