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): May 10, 2011
ZHONE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-32743 | 22-3509099 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
7195 Oakport Street
Oakland, California 94621
(Address of Principal Executive Offices, Including Zip Code)
(510) 777-7000
(Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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. |
On May 10, 2011, Zhone Technologies, Inc., or Zhone, held its 2011 annual meeting of stockholders. Of the 30,612,500 shares of common stock outstanding and entitled to vote, 22,975,565 shares, or 75.1%, were represented in person or by proxy at the meeting. Five items of business were acted upon by stockholders at the annual meeting. The voting results are as follows:
Proposal 1 – Election of Directors
Stockholders elected both of Zhone’s nominees as Class I Directors to serve three-year terms expiring at the 2014 annual meeting.
| Votes For | Votes Withheld |
Abstain | Broker Non-Votes |
|||||||||||||
| Robert Dahl |
10,673,145 | 331,972 | — | 11,970,448 | ||||||||||||
| Nancy Pierce |
10,631,538 | 373,579 | — | 11,970,448 | ||||||||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of KPMG LLP as Zhone’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|||||||||||||
| KPMG LLP |
21,846,462 | 938,868 | 190,235 | — | ||||||||||||
Proposal 3 – Advisory Vote on the Compensation of Zhone’s Named Executives
Stockholders voted in favor of the advisory resolution approving the compensation of Zhone’s named executives.
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|||||||||||||
| Executive Compensation |
9,958,712 | 487,703 | 558,702 | 11,970,448 | ||||||||||||
Proposal 4 – Advisory Vote on the Frequency of a Stockholder Vote on Compensation of Zhone’s Named Executives
Stockholders voted in favor of conducting an advisory vote on the compensation of Zhone’s named executives once every three years. The board of directors of Zhone has determined Zhone will implement a triennial advisory vote on the compensation of Zhone’s named executives.
| 1 Year | 2 Year | 3 Years | Abstain | Broker Non-Votes |
||||||||||||||||
| Frequency of Compensation |
4,140,214 | 177,570 | 6,164,836 | 522,497 | 11,970,448 | |||||||||||||||
Proposal 5 – Approval of the Amendment and Restatement of the Zhone Technologies, Inc 2002 Employee Stock Purchase Plan
Stockholders approved the amendment and restatement of Zhone’s 2002 Employee Stock Purchase Plan.
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|||||||||||||
| Employee Stock Purchase Plan |
9,879,897 | 521,583 | 603,637 | 11,970,448 | ||||||||||||
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.
| Date: May 12, 2011 | Zhone Technologies, Inc. | |||||
| By: | /s/ Kirk Misaka | |||||
| Kirk Misaka | ||||||
| Chief Financial Officer | ||||||