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Ciena Corp. – ‘8-K’ for 4/1/21

On:  Tuesday, 4/6/21, at 12:33pm ET   ·   For:  4/1/21   ·   Accession #:  936395-21-15   ·   File #:  1-36250

Previous ‘8-K’:  ‘8-K’ on / for 3/4/21   ·   Latest ‘8-K’:  This Filing   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 4/06/21  Ciena Corp.                       8-K:5,9     4/01/21   13:274K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     40K 
 2: EX-10.1     Material Contract                                   HTML     49K 
 9: R1          Cover Page                                          HTML     46K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- cien-20210401_htm                   XML     21K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- cien-20210401_cal               XML      7K 
 5: EX-101.DEF  XBRL Definitions -- cien-20210401_def                XML      9K 
 6: EX-101.LAB  XBRL Labels -- cien-20210401_lab                     XML     68K 
 7: EX-101.PRE  XBRL Presentations -- cien-20210401_pre              XML     33K 
 3: EX-101.SCH  XBRL Schema -- cien-20210401                         XSD     11K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    17K 
13: ZIP         XBRL Zipped Folder -- 0000936395-21-000015-xbrl      Zip     25K 


‘8-K’   —   Current Report


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 iX:   C:  C: 
  cien-20210401  
 i 0000936395 i FALSE00009363952021-04-012021-04-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM  i 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):  i April 1, 2021
 i Ciena Corporation
(Exact name of registrant as specified in its charter)
Commission File Number:  i 001-36250



 i Delaware
(State or other jurisdiction of incorporation)
 i 7035 Ridge Road,  i Hanover,  i MD
(Address of principal executive offices)

 i 23-2725311
(IRS Employer Identification No.)
 i 21076
(Zip Code)
Registrant's telephone number, including area code: ( i 410)  i 694-5700

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
 i Common stock, $0.01 par value
 i CIEN
 i New 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 1ForAgainstAbstainNon-Votes
Election to the Board of Directors of four Class III directors:
Hassan M. Ahmed, Ph.D.118,489,2301,282,762149,11014,561,239
Bruce L. Claflin111,531,8778,243,549145,67614,561,239
Patrick T. Gallagher109,305,89510,468,698146,50914,561,239
T. Michael Nevens118,951,306822,777147,01914,561,239

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 2ForAgainstAbstainNon-Votes
Approval of the Amended and Restated ESPP:
116,620,5383,231,80668,75814,561,239

Proposal 3ForAgainstAbstainNon-Votes
Ratification of the appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for the fiscal year ending October 31, 2021:127,940,8406,430,430111,0710

Proposal 4ForAgainstAbstainNon-Votes
A stockholder advisory vote on the named executive officer compensation described in the proxy materials:109,207,4087,545,2803,168,41414,561,239




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.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

(d)
The following exhibits are being filed herewith:
Exhibit Number
Description of Document
Exhibit 104
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.
    



Ciena Corporation
By:
/S/ David M. Rothenstein
Senior Vice President, General Counsel and Secretary



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/1/31
10/31/21
Filed on:4/6/21
For Period end:4/1/214,  DEF 14A
2/4/214
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/21/21  Ciena Corp.                       S-8         4/21/21    3:85K


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/18/21  Ciena Corp                        DEF 14A     4/01/21    1:6.8M                                   Donnelley … Solutions/FA
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