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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
Approval of Amendment to the Infinera Corporation 2016 Equity Incentive Plan
At the Annual Meeting of Stockholders (the “Annual Meeting”) of Infinera Corporation (the “Company”) held on May 25, 2017, the Company’s stockholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to increase the number of shares authorized for issuance under the 2016 Plan by 6,400,000 shares.
Upon recommendation of the Compensation Committee, the Board of Directors of the Company (the “Board”) approved this amendment to the 2016 Plan on March 30, 2017, subject to the approval of the Company’s stockholders at the Annual Meeting. Accordingly, this amendment to the 2016 Plan became effective upon stockholder approval at the Annual Meeting.
A detailed summary of the 2016 Plan is contained in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2017. The foregoing and the summary contained in the proxy statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2016 Plan, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as described below.
Proposal 1 - Approval of the Election of Three Class I Directors to the Company’s Board of Directors
The three individuals listed below were elected at the Annual Meeting to serve on the Board for a three-year term expiring at the 2020 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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Thomas J. Fallon
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93,236,514
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2,311,563
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210,330
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29,647,222
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Kambiz Y. Hooshmand
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90,900,243
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4,314,919
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543,245
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29,647,222
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Rajal M. Patel
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92,851,188
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2,379,237
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527,982
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29,647,222
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John P. Daane, Marcel Gani, Paul J. Milbury, Mark A. Wegleitner and David F. Welch, Ph.D. will continue to serve as members of the Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified.
Proposal 2 - Approval of Amendment to the Infinera Corporation 2016 Equity Incentive Plan to Increase to Number of Shares Authorized for Issuance thereunder by 6,400,000 Shares
Proposal 2 was to approve an amendment to the 2016 Plan to increase the number of shares authorized for issuance thereunder by 6,400,000 shares. This proposal was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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90,094,790
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5,244,850
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418,767
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29,647,222
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Proposal 3 - Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers
Proposal 3 was to approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal year 2016, as described in the proxy materials. This proposal was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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81,603,977
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13,675,921
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478,509
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29,647,222
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Proposal 4 - Approval, on an Advisory Basis, of the Frequency of Stockholder Advisory Votes on the Compensation of the Company's Named Executive Officers
Proposal 4 was to approve, on an advisory basis, the frequency of stockholder votes on the compensation of the Company's named executive officers. One year was approved for this proposal.
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1 Year
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2 Years
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3 Years
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Abstain
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86,658,348
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161,272
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8,521,318
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417,469
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In accordance with the voting results for this proposal, the Board has determined that the Company will hold future stockholder advisory votes on the compensation of the Company’s named executive officers every year. The next required advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2023 Annual Meeting of Stockholders.
Proposal 5 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 30, 2017
Proposal 5 was to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2017, as described in the proxy materials. This proposal was approved.
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For
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Against
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Abstain
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124,260,240
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567,036
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578,353
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