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
June 11, 2015
Date of Report (Date of earliest event reported)
SONUS NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE |
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001-34115 |
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04-3387074 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification No.) |
4 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886
(Address of Principal Executive Offices) (Zip Code)
(978) 614-8100
(Registrants telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
Sonus Networks, Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting) on June 11, 2015 to consider and vote upon the matters listed below. The proposals are described in detail in the Companys definitive Proxy Statement, which was filed with the United States Securities and Exchange Commission on April 29, 2015 (the Proxy Statement). The final voting results from the Annual Meeting are set forth below.
(1) The stockholders elected each of the eleven nominees to the Board of Directors of the Company to hold office until the 2016 annual meeting of stockholders by a plurality of votes cast:
Director |
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For |
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Withhold Authority |
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Broker Non-Votes |
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James K. Brewington |
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29,773,436 |
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840,823 |
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15,022,127 |
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Matthew W. Bross |
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29,762,048 |
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852,211 |
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15,022,127 |
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John P. Cunningham |
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29,760,181 |
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854,078 |
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15,022,127 |
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Raymond P. Dolan |
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29,753,642 |
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860,617 |
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15,022,127 |
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Beatriz V. Infante |
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29,394,126 |
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1,220,133 |
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15,022,127 |
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Howard E. Janzen |
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29,770,925 |
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843,334 |
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15,022,127 |
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Richard J. Lynch |
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29,762,216 |
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852,043 |
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15,022,127 |
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Pamela D.A. Reeve |
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29,404,986 |
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1,209,273 |
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15,022,127 |
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John A. Schofield |
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29,402,866 |
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1,211,393 |
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15,022,127 |
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Scott E. Schubert |
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29,776,188 |
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838,071 |
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15,022,127 |
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H. Brian Thompson |
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28,433,879 |
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2,180,380 |
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15,022,127 |
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(2) By the following vote, the stockholders approved amendments to the Companys 2007 Stock Incentive Plan, as amended:
For |
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24,031,132 |
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Against |
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6,316,503 |
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Abstain |
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266,624 |
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Broker Non-Votes |
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15,022,127 |
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(3) By the following vote, the stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2015:
For |
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44,341,866 |
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|
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Against |
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847,449 |
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Abstain |
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447,071 |
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(4) By the following vote, the stockholders approved an advisory vote concerning the compensation paid to the Companys named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and related narratives contained in the Proxy Statement:
For |
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25,983,831 |
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Against |
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4,357,067 |
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Abstain |
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273,361 |
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Broker Non-Votes |
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15,022,127 |
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The Compensation Committee of the Board of Directors of the Company will consider the outcome of the advisory vote when making future compensation decisions relating to the compensation paid to the Companys named executive officers.
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.
Date: June 12, 2015 |
SONUS NETWORKS, INC. | |
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By: |
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/s/ Jeffrey M. Snider |
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Jeffrey M. Snider |