Registrant's telephone number, including area code:(i410)i694-5700
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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon stock, $0.01 par value
iCIEN
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On April
1, 2021, at the 2021 annual meeting of stockholders (the “Annual Meeting”) of Ciena Corporation (“Ciena”), Ciena’s stockholders approved the amendment and restatement of the Ciena Corporation Employee Stock Purchase Plan to (a) extend the term thereof to April 1, 2031, (b) increase the number of shares available for issuance thereunder by 8.7 million shares, (c) eliminate the evergreen mechanism thereunder, and (d) make such other changes described in Ciena's proxy statement for the Annual Meeting (the "Amended and Restated ESPP"). The Amended and Restated ESPP became effective upon approval by the stockholders. A description of the Amended and Restated ESPP is set forth in Ciena’s proxy statement for the Annual Meeting in the section entitled "Proposal
No. 2 - Amendment and Restatement of Ciena's Employee Stock Purchase Plan,"
which description is incorporated herein by reference. The description is qualified in its entirety by reference to the copy of the Amended and Restated ESPP attached hereto as Exhibit 10.1, which is also incorporated herein by reference.
ITEM 5.07 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Ciena held the Annual Meeting on April 1, 2021. As of the February 4, 2021 record date, there were 155,158,402 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. The matters described below were voted on by
stockholders at the Annual Meeting and the number of votes cast with respect to each matter, and with respect to the election of directors, were as indicated below:
Proposal 1
For
Against
Abstain
Non-Votes
Election
to the Board of Directors of four Class III directors:
Hassan M. Ahmed, Ph.D.
118,489,230
1,282,762
149,110
14,561,239
Bruce L. Claflin
111,531,877
8,243,549
145,676
14,561,239
Patrick
T. Gallagher
109,305,895
10,468,698
146,509
14,561,239
T. Michael Nevens
118,951,306
822,777
147,019
14,561,239
Each director nominee above was elected by the vote of the majority of the votes cast by stockholders in accordance with Ciena's bylaws. Each Class
III director will serve a three-year term expiring at the 2024 annual meeting of stockholders.
Proposal 2
For
Against
Abstain
Non-Votes
Approval
of the Amended and Restated ESPP:
116,620,538
3,231,806
68,758
14,561,239
Proposal 3
For
Against
Abstain
Non-Votes
Ratification
of the appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for the fiscal year ending October 31, 2021:
127,940,840
6,430,430
111,071
0
Proposal 4
For
Against
Abstain
Non-Votes
A
stockholder advisory vote on the named executive officer compensation described in the proxy materials:
109,207,408
7,545,280
3,168,414
14,561,239
Proposals 2, 3 and 4 were each approved by the affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on these proposals, with abstentions having the same effect as a vote “AGAINST” and broker non-votes not counted as a vote either “FOR” or “AGAINST” and having no effect on the outcome
of the vote.
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 thereunto duly authorized.
