Arista Networks Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ANET
Computer Communications Equipment
Telecommunications
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 7, 2024
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(408 ) 547-5500
(Registrant’s 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):
Securities registered pursuant to Section 12(b) of the Act:
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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 | ||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2024, Arista Networks, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). The stockholders voted on the following proposals at the Annual Meeting:
1.To elect three Class I directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;
2.To approve, on an advisory basis, the compensation of the Company’s named executive officers; and
3.Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.
4.To approve the Amended, Restated and Extended 2014 Equity Incentive Plan.
For more information about the foregoing proposals, see the Company’s proxy statement, filed with the Securities and Exchange Commission on April 24, 2024.
The voting results for each of the proposals are as follows:
1.Election of Directors
Nominee | For | Withheld | Broker Non-votes | |||||||||||||||||
Kelly Battles | 197,222,966 | 62,883,843 | 24,788,805 | |||||||||||||||||
Kenneth Duda | 248,992,460 | 11,114,349 | 24,788,805 | |||||||||||||||||
Jayshree Ullal | 209,185,230 | 50,921,579 | 24,788,805 | |||||||||||||||||
Each director nominee was duly elected to serve until the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to earlier resignation or removal.
2.Advisory Vote on Named Executive Officer Compensation
For | Against | Abstained | Broker Non-votes | |||||||||||||||||
242,610,681 | 15,591,669 | 1,904,459 | 24,788,805 | |||||||||||||||||
The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
3. Ratification of Appointment of Independent Registered Public Accounting Firm
For | Against | Abstained | |||||||||||||||
280,027,165 | 4,632,818 | 235,631 | |||||||||||||||
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
4.Amended, Restated and Extended 2014 Equity Incentive Plan
For | Against | Abstained | Broker Non-votes | |||||||||||||||||
248,231,831 | 9,911,280 | 1,963,698 | 24,788,805 | |||||||||||||||||
The stockholders approved the Amended, Restated and Extended 2014 Equity Incentive Plan.
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 hereunto duly authorized.
ARISTA NETWORKS, INC. | ||||||||
June 10, 2024 | /s/ CHANTELLE BREITHAUPT | |||||||
| Chantelle Breithaupt | ||||||||
| Senior Vice President, Chief Financial Officer | ||||||||