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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 21, 2020, the Company’s stockholders approved an amendment of the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to (i) increase the number of shares authorized for issuance under the 2016 Plan by 8,100,000 shares and (ii) effect minor technical revisions and improvements.
A detailed summary of the 2016 Plan is contained in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 14, 2020 (the “Proxy Statement”). The summary contained in the Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2016 Plan, which is filed hereto as Exhibit 10.1, and is 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 four proposals and cast their votes as described below.
Proposal 1 - Approval of the Election of Three Class I Directors to the Company’s Board of Directors
The three individuals listed below were elected at the Annual Meeting to serve on the Board of Directors (the “Board”) for a three-year term expiring at the 2023 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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Thomas J. Fallon
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125,098,827
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3,157,421
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414,768
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28,079,189
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Kambiz Y. Hooshmand
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125,162,600
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3,209,481
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298,935
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28,079,189
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Amy H. Rice
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125,238,630
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3,137,344
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295,042
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28,079,189
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Gregory P. Dougherty, Marcel Gani, Sharon Holt, Paul J. Milbury, 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. As disclosed in the Proxy Statement, Rajal M. Patel concluded his service on the Board and retired from the Board at the conclusion of the Annual Meeting. Additionally, effective at the conclusion of the Annual Meeting, the Board fixed the number of directors at nine.
Proposal 2 - Approval of Amendment and Restatement of the Infinera Corporation 2016 Plan to (i) Increase the Number of Shares Authorized for Issuance thereunder by 8,100,000 and (ii) Effect Minor Technical Revisions and Improvements
Proposal 2 was to approve an amendment and restatement of the Company’s 2016 Plan to (i) increase the number of shares authorized for issuance thereunder by 8,100,000 shares and (ii) effect minor technical revisions and improvements. 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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123,736,928
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4,767,122
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166,966
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28,079,189
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Proposal 3 - Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Proposal 3 was to approve, on an advisory basis, the compensation of the Company’s named executive officers for fiscal year 2019, as described in the Proxy Statement. 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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109,514,623
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17,730,613
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1,425,780
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28,079,189
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Proposal 4 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 26, 2020
Proposal 4 was to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2020, as described in the Proxy Statement. This proposal was approved.
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For
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Against
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Abstain
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155,697,058
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912,199
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140,948
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