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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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(e)
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Infinera Corporation (the “Company”) held on May 23, 2019, the Company’s stockholders approved an amendment of the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to increase the number of shares authorized for issuance under the 2016 Plan by 7,300,000 shares.
Upon recommendation of the Compensation Committee, the Board of Directors of the Company (the “Board”) adopted the amendment and restatement of the 2016 Plan on March 29, 2019, subject to the approval of the Company’s stockholders at the Annual Meeting. Accordingly, the amendment of the 2016 Plan became effective upon stockholder approval at the Annual Meeting.
At the Annual Meeting of the Company, the stockholders also approved an amendment of the Company’s 2007 Employee Stock Purchase Plan (the “2007 ESPP”) to increase the number of shares authorized for issuance under the 2007 ESPP by 10,500,000 shares and effect various technical revisions and improvements.
Upon recommendation of the Compensation Committee, the Board adopted the amendment and restatement of the 2007 ESPP on March 1, 2019, subject to stockholder approval at the Annual Meeting. Accordingly, the amendment of the 2007 ESPP became effective upon stockholder approval at the Annual Meeting.
A detailed summary of each of the 2016 Plan and the 2007 ESPP is contained in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2019. The foregoing and the summary contained in the proxy statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2016 Plan and 2007 ESPP, which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as described below.
Proposal 1 - Approval of the Election of Two Class III Directors to the Company’s Board of Directors
The two individuals listed below were elected at the Annual Meeting to serve on the Board for a three-year term expiring at the 2022 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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Marcel Gani
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111,794,488
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1,765,296
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223,613
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42,738,273
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Mark A. Wegleitner
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106,126,974
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7,111,053
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545,370
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42,738,273
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Jregory P. Dougherty, Thomas J. Fallon, Kambiz Y. Hooshmand, Paul J. Milbury, Rajal M. Patel, Mark A. Wegleitner and David F. Welch, Ph.D. will continue to serve as members of the Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified.
Proposal 2 - Approval of Amendment and Restatement of the Infinera Corporation 2016 Plan to Increase the Number of Shares Authorized for Issuance thereunder by 7,300,000
Proposal 2 was to approve an amendment and restatement of the Company’s 2016 Plan to increase the number of shares authorized for issuance thereunder by 7,300,000 shares. This proposal was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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109,818,537
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3,847,455
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117,405
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42,738,273
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Proposal 3 - Approval of Amendment and Restatement of the Infinera Corporation 2007 Employee Stock Purchase Plan to Increase the Number of Shares Authorized for Issuance thereunder by 10,500,000 Shares
Proposal 3 was to approve an amendment and restatement of the Company’s 2007 ESPP to increase the number of shares authorized for issuance thereunder by 10,500,000 shares. This proposal was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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111,916,121
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1,817,813
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49,463
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42,738,273
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Proposal 4 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Proposal 4 was to approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal year 2018, as described in the proxy materials. This proposal was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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110,254,481
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3,426,767
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102,149
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42,738,273
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Proposal 5 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 28, 2019
Proposal 5 was to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019, as described in the proxy materials. This proposal was approved.
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For
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Against
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Abstain
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154,300,054
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1,927,641
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293,975
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