- Current report filing (8-K)
December 16 2009 - 4:32PM
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): December 15, 2009
INFINERA
CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33486
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77-0560433
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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169 Java Drive
Sunnyvale, CA 94089
(Address of principal executive
offices, including zip code)
(408) 572-5200
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On December 15, 2009, Infinera Corporation (the
Company
) received written notification from
Alexandre Balkanski Ph.D. that he is resigning his position as a member of the Board of Directors (the
Board
) of the Company. The Company does not believe that Dr. Balkanskis resignation was caused by any disagreement
with the Company on any matter relating to the Companys operations, policies or practices.
(d)(1) On December 15, 2009, the Board
of the Company appointed Mr. Kambiz Hooshmand to the Board.
(2) There are no arrangements or understandings between Mr. Hooshmand
and any other persons pursuant to which Mr. Hooshmand was appointed a director of the Company.
(3) Mr. Hooshmand was named to the
Boards compensation and nominating and governance committees.
(4) There are no transactions in which Mr. Hooshmand has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
(5) Mr. Hooshmand will receive compensation for his service on the Board
in accordance with the Companys standard compensatory arrangement for non-employee directors. As part of this compensation the Board granted Mr. Hooshmand a stock option for 100,000 shares of the Companys common stock, that vests
monthly over a period of twenty-four months. Mr. Hooshmand will also enter into a director indemnification agreement with the Company in the form previously filed with the SEC.
A copy of the Companys December 15, 2009 press release announcing Mr. Hooshmands election to the Board and Dr. Balkanksis resignation from the Board is attached hereto as
Exhibit 99.1.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press release dated December 15, 2009
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SIGNATURE
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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By:
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/s/ M
ICHAEL
O.
M
C
C
ARTHY
III
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Michael O. McCarthy III
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Chief Legal Officer
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Date: December 16, 2009
3
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