Current Report Filing (8-k)
May 16 2014 - 11:34AM
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): May 14, 2014
ARRIS Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-31254 |
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46-1965727 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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3871 Lakefield Drive, Suwanee, Georgia |
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30024 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: 678-473-2000
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:
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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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective as of May 14, 2014 the Board of Directors of ARRIS Group, Inc.
appointed Dr. Jeong Kim as a member of its Board of Directors. A press release announcing Dr. Kims appointment is attached hereto as Exhibit 99.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Companys annual meeting of stockholders was held on May 14, 2014. The following matters were voted upon:
1. |
An election of nine directors was held, and the shares so present were voted as follows for the election of each of the following: |
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Votes For |
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Votes Withheld |
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Alex B. Best |
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104,252,918 |
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793,821 |
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Harry L. Bosco |
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104,010,939 |
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1,033,801 |
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James A. Chiddix |
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102,468,352 |
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2,576,387 |
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Andrew T. Heller |
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104,490,654 |
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554,085 |
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Matthew B. Kearney |
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102,057,843 |
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2,986,896 |
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Robert J. Stanzione |
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102,671,641 |
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2,373,098 |
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Doreen A. Toben |
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104,247,684 |
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797,056 |
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Debora J. Wilson |
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104,478,662 |
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556,078 |
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David A. Woodle |
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104,430,273 |
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614,466 |
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In addition to the votes reported above, there were 11,636,745 broker non-votes for this proposal.
2. |
A proposal was made to approve, on an advisory basis, the compensation of the named executive officers, and the shares so present were voted as follows: |
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Votes For |
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Votes Against |
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Votes Abstain |
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Approval of the executive compensation |
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97,834,426 |
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4,647,665 |
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2,566,649 |
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In addition to the votes reported above, there were 11,634,744 broker non-votes for this proposal.
3. |
A proposal was made to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for ARRIS Group, Inc. for 2014, and the shares so present were voted as follows:
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Votes For |
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Votes Against |
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Votes Abstain |
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Approval of the appointment of Ernst & Young LLP |
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113,829,964 |
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2,362,021 |
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489,349 |
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Item 9.01. Exhibits.
The following exhibit is filed with this report:
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99.1 |
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Press release dated May 15, 2014. |
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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ARRIS Group, Inc. |
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By: |
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/s/ David B. Potts |
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David B. Potts Executive Vice President and
Chief Financial Officer |
Date: May 16, 2014
Exhibit 99.1
ARRIS Group, Inc. Appoints New Director
May 15, 2014 - Suwanee, GA: ARRIS (NASDAQ: ARRS) a global telecommunications technology leader, announced the appointment of Dr. Jeong Kim to
the Companys Board of Directors. Dr. Kim was formerly President of Bell Labs and Chief Strategy Officer of Alcatel-Lucent. He also served as Chief Operating Officer and later President of the Optical Networking Group of Lucent.
Dr. Kim also served as Professor of Electrical and Computer Engineering at the University of Maryland.
Dr. Kim was the founder and CEO of Yurie
Systems, Inc., a global leader in data networking access technology which he took public and ultimately sold to Lucent Technologies in 1998.
Dr. Kim
earned his Bachelors in electrical engineering and computer science and Masters degree in technical management, both from the John Hopkins University, and his Ph.D. in reliability engineering from the University of Maryland.
Dr. Kim brings to the Board his outstanding experience and leadership in the telecommunications industry from an engineering and strategy point of view
as well as keen acumen from a business and operations prospective said Robert J. Stanzione, ARRIS Chairman and CEO. Dr., Kims membership adds uniquely to the skill sets of our Board that will help guide ARRIS through these
transformative times in the information industry. We welcome his addition with pride.
Dr. Kim currently serves on the Board of Schneider
Electric, S.A. (Euronext Paris: SU) and Nuclear Threat Initiative (NTI).
About ARRIS
ARRIS is a global innovator in IP, video and broadband technology. We have continually worked with our customers to transform the experience of entertainment
and communications for millions of people across the world. The people of ARRIS are dedicated to the success of our customers, bringing a passion for invention that has fueled our 60-year history: We created digital TV, delivered the first
wireless broadband gateway and are pioneering the standards and pathways for tomorrows personalized, Ultra HD, multiscreen, and cloud services. We are dedicated to meeting todays challenges and preparing for the tasks the future
holds. Collaborating with our customers, ARRIS will continue to solve the most pressing challenges of 21st century communications. Together, we are inventing the future. For more information: www.arrisi.com.
For the latest ARRIS news: Check out our Blog: ARRIS EVERYWHERE or Follow us on Twitter @ARRIS
EVERYWHERE
###
Media Contact
(for media and analysts only)
Bob Puccini
ARRIS
investor Relations
(720) 895-7787
bob.puccini@arrisi.com
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