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): October 6, 2011
BLUE COAT SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-28139 | 91-1715963 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
420 North Mary Avenue
Sunnyvale, California 94085
(408) 220-2200
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
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.
On October 6, 2011, Blue Coat Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders for fiscal year 2011 at the Company’s headquarters in Sunnyvale, California.
On the record date of August 17, 2011, the Company had 42,287,789 shares of common stock outstanding and entitled to vote. The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on August 29, 2011.
| 1. | The following nominees were elected as directors, each to hold office until the fiscal year 2012 Annual Meeting of Stockholders or until such time as his or her successor is elected and qualified, by the vote set forth below: |
| Nominee |
Votes For | Withheld | Broker Non-Vote |
|||||||||
| Gregory S. Clark |
31,034,068 | 494,896 | 7,984,186 | |||||||||
| Brian M. NeSmith |
29,362,071 | 2,166,893 | 7,984,186 | |||||||||
| David W. Hanna |
29,454,910 | 2,074,054 | 7,984,186 | |||||||||
| James A. Barth |
31,244,618 | 284,346 | 7,984,186 | |||||||||
| Keith Geeslin |
30,875,920 | 653,044 | 7,984,186 | |||||||||
| James R. Tolonen |
30,873,623 | 655,341 | 7,984,186 | |||||||||
| Carol G. Mills |
29,385,025 | 2,143,939 | 7,984,186 | |||||||||
| 2. | The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for Fiscal Year 2012 was ratified by the vote set forth below: |
| Votes For |
38,785,344 | |||
| Votes Against |
644,153 | |||
| Abstentions |
83,653 | |||
| Broker Non-Vote |
— |
| 3. | The advisory vote on executive compensation was approved by the vote set forth below: |
| Votes For |
26,308,485 | |||
| Votes Against |
5,201,288 | |||
| Abstentions |
19,191 | |||
| Broker Non-Vote |
7,984,186 |
| 4. | The results of the advisory vote on the frequency of holding future advisory votes on executive compensation is set forth below: |
| One year |
28,351,186 | |||
| Two years |
15,071 | |||
| Three years |
3,063,450 | |||
| Abstentions |
99,257 |
Based on these results, the Company determined to hold an annual advisory vote on executive compensation.
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.
| BLUE COAT SYSTEMS, INC. | ||||
| DATE: October 7, 2011 |
By: | /s/ Gordon C. Brooks | ||
| Gordon C. Brooks | ||||
| Senior Vice President and Chief Financial Officer | ||||