Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As part of a broader review of its governance practices, on
The Bylaws, were updated to, among other things: (i) clarify how a stockholder
may revoke any proxy that is not irrevocable; (ii) update the advance notice
requirements for director nominations and proxy access requirements; (iii)
reflect the requirement under Section 231 of the Delaware General Corporation
Law to appoint an inspector of elections at a stockholder meeting; (iv) clarify
(a) which members of the Company may call a special meeting of the Board and (b)
certain notice waivers of such meeting due to exigent circumstances; (v) augment
the duties of the chairman of the Board; (vi) change the procedures applicable
to, and the scope of, the Company's ability to provide for indemnification to
its directors and officers; (vii) update the Company's existing forum selection
provision to reflect recent changes in
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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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 Company's definitive proxy statement filed with the
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 is as set forth below.
(1) Proposal for election of ten directors:
For Against Abstain Broker Non-Votes Gary Daichendt 264,306,616 4,161,084 246,330 24,141,841 Anne DelSanto 265,686,384 2,787,551 240,095 24,141,841 Kevin DeNuccio 265,425,443 3,041,907 246,680 24,141,841 James Dolce 264,573,650 3,897,131 243,249 24,141,841 Christine Gorjanc 267,232,508 1,240,014 241,508 24,141,841 Janet Haugen 266,330,544 2,142,622 240,864 24,141,841 Scott Kriens 252,761,845 15,800,634 151,551 24,141,841 Rahul Merchant 267,029,970 1,441,006 243,054 24,141,841 Rami Rahim 267,763,046 812,284 138,700 24,141,841 William Stensrud 243,609,827 24,957,934 146,269 24,141,841
(2) Proposal to ratify
For Against Abstain 270,345,016 22,360,338 150,517 (3) Proposal to approve a non-binding advisory resolution on executive compensation: For Against Abstain Broker Non-Votes 238,541,962 29,991,035 181,033 24,141,841 (4) Proposal to approve the amendment and restatement of the Company's 2015 Equity Incentive Plan: For Against Abstain Broker Non-Votes 173,653,403 93,676,833 1,383,794 24,141,841
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws* 10.1 Amended and Restated Juniper Networks, Inc. 2015 Equity Incentive Plan* 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document * Filed herewith
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