UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
June 1, 2011
RIVERBED TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33023 | 03-0448754 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
199 Fremont Street
San Francisco, CA 94105
(Address of principal executive offices, including zip code)
(415) 247-8800
(Registrant’s telephone number, including area code)
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):
| ¨ | 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. |
At the Annual Meeting of Stockholders of Riverbed Technology, Inc. (“Riverbed” or the “Company”) held on June 1, 2011 (the “Annual Meeting”), the stockholders of Riverbed elected three (3) members of the Company’s Board of Directors to serve until the 2014 annual meeting of stockholders of the Company or until such persons’ successors have been duly elected and qualified. The table below presents the voting results of the election of the Company’s Board of Directors.
| Nominee |
Votes For | Votes Withheld |
Abstentions* | Broker Non- Votes* |
||||||||||||
| Michael R. Kourey |
121,121,774 | 5,924,159 | 584,417 | 16,127,278 | ||||||||||||
| Mark S. Lewis |
121,875,114 | 5,440,646 | 314,590 | 16,127,278 | ||||||||||||
| Steven McCanne, Ph.D. |
123,066,547 | 4,254,621 | 309,182 | 16,127,278 | ||||||||||||
| * | Abstentions and broker non-votes do not affect the outcome of the election. |
The following directors, in addition to Messrs. Kourey and Lewis and Dr. McCanne, will continue to serve as members of the Company’s Board of Directors until the expiration of their respective terms or until their respective successors have been duly elected and qualified: Michael Boustridge, Jerry M. Kennelly, Stanley J. Meresman, Mark A. Floyd, Christopher J. Schaepe and James R. Swartz.
In addition, the following proposals were voted on and approved at the Annual Meeting.
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||
| Proposal to ratify the appointment by the Board of Directors of the Company of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011. |
143,496,941 | 192,072 | 68,615 | 0 | ||||
| Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement. |
117,460,671 | 10,089,271 | 80,408 | 16,127,278 | ||||
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non- Votes | ||||||
| Proposal to recommend, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation. |
86,543,234 | 1,295,582 | 39,720,496 | 71,038 | 16,127,278 |
The Company’s Board of Directors has adopted a policy to hold annual advisory votes on the compensation of the Company’s named executive officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RIVERBED TECHNOLOGY, INC. | ||||||
| Date: June 6, 2011 | By: | /s/ Brett Nissenberg | ||||
| Brett Nissenberg General Counsel and Senior Vice President of Corporate and Legal Affairs | ||||||