UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 25, 2011
ARRIS Group, Inc.
| Delaware | 000-31254 | 58-2588724 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3871 Lakefield Drive, Suwanee, Georgia | 30024 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 678-473-2000
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 Company’s annual meeting of stockholders was held on May 25, 2011. The following matters were
voted upon:
| 1. | An election of ten directors was held, and the shares so present were voted as follows for the election of each of the following: |
| Votes For | Votes Withheld | |||||||
Alex B. Best |
103,938,548 | 2,690,372 | ||||||
Harry L. Bosco |
103,940,298 | 2,688,622 | ||||||
James A. Chiddix |
103,703,857 | 2,925,063 | ||||||
John Anderson Craig |
100,306,319 | 6,322,601 | ||||||
Matthew B. Kearney |
103,939,354 | 2,689,566 | ||||||
William H. Lambert |
100,282,684 | 6,346,236 | ||||||
John R. Petty |
100,318,620 | 6,310,300 | ||||||
Robert J. Stanzione |
99,326,935 | 7,301,985 | ||||||
Debora J. Wilson |
103,943,230 | 2,685,690 | ||||||
David A. Woodle |
98,223,143 | 8,405,777 | ||||||
In addition to the votes reported above, there were 9,846,125 broker non-votes for this
proposal.
| 2. | A proposal was made to approve the 2011 Stock Incentive Plan, and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
Approval of the 2011 Stock Incentive Plan |
79,319,811 | 22,049,448 | 5,259,662 | |||||||||
In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.
| 3. | A proposal was made to ratify the retention of Ernst & Young LLP as the independent registered public accounting firm for ARRIS Group, Inc. for 2011, and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
Approval of the retention of Ernst & Young LLP |
111,776,534 | 4,528,382 | 170,129 | |||||||||
| 4. | A proposal was made to approve, on a non-binding advisory basis, of executive compensation of the named executive officers, and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
Approval of the executive compensation |
91,492,623 | 9,842,597 | 5,293,700 | |||||||||
In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.
| 5. | A proposal was made to approve, on a non-binding advisory basis, the frequency of a shareholder vote to approve the compensation of the named executive officers, and the shares so present were voted as follows: |
| Number of Shares | Number of Shares | Number of Shares | Number of Shares | |||||||||||||
| Voted for 3 Years | Voted for 2 Years | Voted for 1 Year | Abstain | |||||||||||||
Approval of the frequency of a shareholder
vote to approve executive compensation |
20,653,876 | 4,046,367 | 76,612,910 | 5,315,767 | ||||||||||||
In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.
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.
| ARRIS Group, Inc. |
||||
| By: | /s/ David B Potts | |||
| David B Potts | ||||
| Executive Vice President and CFO | ||||
Date: June 8, 2011