UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 27, 2024, Infinera Corporation (“Infinera”), Nokia Corporation (“Nokia”), and Neptune of America Corporation (“Merger Sub”) entered into an Agreement and Plan of Merger (as it may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) that provides for Merger Sub to merge with and into Infinera (the “Merger”), with Infinera surviving the Merger as a wholly owned subsidiary of Nokia.
In connection with the Merger, Infinera held a special meeting of stockholders on October 1, 2024, at 10:00 a.m., Pacific time (the “Special Meeting”).
As of August 14, 2024, the record date for the Special Meeting (the “Record Date”), there were 235,773,288 shares of Infinera’s common stock issued, outstanding and entitled to vote at the Special Meeting (the “Shares”). Each Share was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, 156,904,523 Shares were present in person or represented by proxy, which constituted a quorum.
The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in Infinera’s definitive proxy statement, dated August 21, 2024 (the “Proxy Statement”), and filed by Infinera with the United States Securities and Exchange Commission.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
| Proposal 1: To adopt the Merger Agreement |
149,457,083 | 4,417,088 | 3,030,352 | 0 | ||||
| Proposal 1 was approved. |
||||||||
| Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Infinera to its named executive officers in connection with the Merger | 145,662,352 | 7,789,141 | 3,453,030 | 0 | ||||
| Proposal 2 was approved. | ||||||||
Proposal 3 described in the Proxy Statement (relating to the postponement or adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting as a result of the approval of Proposal 1.
SIGNATURE
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.
| INFINERA CORPORATION | ||||||
| Date: October 1, 2024 | By: | /s/ NANCY ERBA | ||||
| Name: | Nancy Erba | |||||
| Title: | Chief Financial Officer and Principal Accounting Officer | |||||