Current Report Filing (8-k)
11 August 2018 - 6:35AM
Edgar (US Regulatory)
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) August 9, 2018
Juniper Networks, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34501
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770422528
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1133 Innovation Way,
Sunnyvale, California
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94089
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (408) 745-2000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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 8.01 Other Events.
On August 9, 2018, the Board of Directors (the Board) of Juniper Networks, Inc. (the Company) approved a new form of
Indemnification Agreement (the Indemnification Agreement) for the Companys directors, officers and certain employees. The Indemnification Agreement updates the prior form by, among other things: removing all references to the
Companys D&O Trust, which has terminated; clarifying that the Company will not unreasonably withhold or delay consent to a settlement involving a director or officer; establishing a process for selecting an independent legal
counsel; and clarifying that the Company will not indemnify (i) an indemnitees compensation clawed back as required under SEC rules or (ii) conduct by an indemnitee that is knowingly fraudulent (as established by a
court).
The Indemnification Agreement will be the form used for all newly appointed directors and officers and certain newly hired employees. For
existing directors, officers and certain employees who elect to enter into the Indemnification Agreement, it shall supersede any prior Indemnification Agreement previously entered into between the Company and such individuals.
The description of the Indemnification Agreement is qualified in its entirety by reference to the text of the Indemnification Agreement, which is attached as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Indicates management contract or compensatory plan, contract or arrangement.
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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.
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Juniper Networks, Inc.
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August 10, 2018
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By:
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/s/ Brian M. Martin
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Name: Brian M. Martin
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Title: Senior Vice President and General Counsel
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