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: May 18, 2011
(Date of earliest event reported)
BigBand Networks, Inc.
(Exact Name of Registrant as specified in Charter)
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Delaware
(State or other Jurisdiction of incorporation)
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Commission File No.:
001-33355
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04-3444278
(I.R.S. Employer Identification No.)
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475 Broadway Street
Redwood City, California 94063
(Address of Principal Executive Offices, including zip code)
(650) 995-5000
(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 (see General Instruction A.2. below):
¨ 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.
The annual meeting of stockholders of BigBand Networks, Inc. (the “Company”) was held on May 18, 2011. The following matters were voted upon:
1. An election of three Class II directors was held and the shares present were voted as follows:
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FOR
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WITHHELD
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BROKER NON-VOTES
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|||||||
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Harald Braun
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48,837,139 | 691,861 | 13,783,407 | ||||||
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Erez Rosen
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48,823,121 | 705,879 | 13,783,407 | ||||||
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Geoffrey Y. Yang
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45,985,222 | 3,543,778 | 13,783,407 |
2. Regarding the advisory vote on executive compensation, the votes were as follows:
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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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Approval of executive compensation as described in the proxy statement dated April 26, 2011
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35,054,971 | 11,860,563 | 2,613,466 | 13,783,407 |
3. Regarding the advisory vote on frequency of future advisory votes on executive compensation, the votes were as follows:
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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Stockholders should be provided an advisory vote on the Company’s executive compensation once every:
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29,618,832 | 17,591 | 17,869,829 | 2,022,748 |
4. Regarding the proposal to ratify the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 the votes were as follows:
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FOR
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AGAINST
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ABSTAIN
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|||||||
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Approval of the retention of Ernst &Young LLP
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62,657,148 | 40,475 | 614,784 |
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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BIGBAND NETWORKS, INC.
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Date: May 20, 2011
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By:
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/s/ Rob Horton
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Rob Horton
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Senior Vice President, General Counsel and Corporate Secretary
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