Juniper Networks Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$JNPR
Computer Communications Equipment
Telecommunications
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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) June 4, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 4, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Juniper Networks, Inc. (the “Company”), the Company’s stockholders approved (i) the amendment and restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan (as amended and restated, the “Amended and Restated 2015 Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares and eliminate the term of the plan and (ii) the amendment and restatement of the Juniper Networks, Inc. 2008 Employee Stock Purchase Plan (as amended and restated, the "Amended and Restated 2008 ESPP") to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 and eliminate the term of the plan. The Amended and Restated 2015 Plan and Amended and Restated 2008 ESPP previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on February 14, 2024.
A more complete description of the terms of the Amended and Restated 2015 Plan and of the Amended and Restated 2008 ESPP can be found in “Proposal No. 4—Approval of the Amendment and Restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan” and in “Proposal No. 5—Approval of the Amendment and Restatement of the Juniper Networks, Inc. 2008 Employee Stock Purchase Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2024 (the “2024 Proxy Statement”), which descriptions are incorporated by reference herein. The foregoing descriptions and the descriptions incorporated by reference from the 2024 Proxy Statement are qualified in their entirety by reference to the Amended and Restated 2015 Plan and Amended and Restated 2008 ESPP, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the Company’s stockholders voted upon the following proposals described in the 2024 Proxy Statement: (1) to elect ten directors; (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) to approve a non-binding advisory resolution on executive compensation; (4) to approve the amendment and restatement of the Company’s 2015 Equity Incentive Plan; and (5) to approve the amendment and restatement of the Company’s 2008 Employee Stock Purchase Plan.
All nominated directors were elected and the other proposals were approved by the required stockholder vote. The final voting results with respect to each proposal are as set forth below.
(1) Proposal for election of ten directors:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Anne DelSanto | 239,521,522 | 13,733,545 | 112,515 | 34,966,056 | |||||||||||||||||||
Kevin DeNuccio | 250,920,440 | 2,350,136 | 97,006 | 34,966,056 | |||||||||||||||||||
James Dolce | 251,579,058 | 1,683,955 | 104,569 | 34,966,056 | |||||||||||||||||||
| Steven Fernandez | 250,448,317 | 2,797,648 | 121,617 | 34,966,056 | |||||||||||||||||||
Christine Gorjanc | 252,690,232 | 558,394 | 118,956 | 34,966,056 | |||||||||||||||||||
Janet Haugen | 251,028,375 | 2,221,636 | 117,571 | 34,966,056 | |||||||||||||||||||
Scott Kriens | 239,568,466 | 13,711,399 | 87,717 | 34,966,056 | |||||||||||||||||||
Rahul Merchant | 252,822,202 | 422,995 | 122,385 | 34,966,056 | |||||||||||||||||||
Rami Rahim | 252,299,683 | 988,666 | 79,233 | 34,966,056 | |||||||||||||||||||
William Stensrud | 231,745,695 | 21,263,351 | 358,536 | 34,966,056 | |||||||||||||||||||
(2) Proposal to ratify Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For | Against | Abstain | ||||||||||||
| 270,437,199 | 17,670,339 | 226,100 | ||||||||||||
(3) Proposal to approve a non-binding advisory resolution on executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 239,067,922 | 13,942,558 | 357,102 | 34,966,056 | |||||||||||||||||
(4) Proposal to approve the amendment and restatement of the Company’s 2015 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 236,061,333 | 17,115,982 | 190,267 | 34,966,056 | |||||||||||||||||
(5) Proposal to approve the amendment and restatement of the Company’s 2008 Employee Stock Purchase Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 252,661,545 | 570,492 | 135,545 | 34,966,056 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | |||||||
| * | Filed herewith | |||||||
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.
| Juniper Networks, Inc. | |||||||||||
| June 5, 2024 | By: | /s/ Robert Mobassaly | |||||||||
| Name: | Robert Mobassaly | ||||||||||
| Title: | Senior Vice President and General Counsel | ||||||||||