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): November 15, 2011
SHORETEL, INC.
(Exact Name of the Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-33506
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77-0443568
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(Commission File Number)
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(IRS Employer Identification No.)
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960 Stewart Drive, Sunnyvale, CA
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94085
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(Address of Principal Executive Offices)
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(Zip Code)
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(408) 331-3300
(Registrant’s Telephone Number, Including Area Code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On November 15, 2011, the Company’s stockholders voted on the following four matters and cast their votes as described below:
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(1)
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The election of two Class II directors to the Board of Directors to hold office for a three-year term;
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(2)
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The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending June 30, 2012;
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(3)
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The approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; and
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(4)
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The frequency, on an advisory basis, for future advisory votes on executive compensation.
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The following is a summary of the voting results for each matter presented to the stockholders:
Proposal I – Election of Class II Directors
The Company’s stockholders elected two Class II directors to the Board of Directors to serve for a three-year term or until their successors are duly elected and qualified as set forth below:
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Total Vote
For
Each Director
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Total Vote
Withheld From
Each Director
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Broker Non-Votes
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Peter Blackmore
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35,885,176
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1,152,254
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7,443,180
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Kenneth D. Denman
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33,203,213
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3,834,217
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7,443,180
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Proposal II – Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Auditors for the Fiscal Year Ending June 30, 2012
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending June 30, 2012 as set forth below:
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For
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Against
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Abstain
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| 43,599,552 | 816,351 | 64,707 |
Proposal III – Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers
The Company’s stockholders cast their votes with respect to the advisory vote on approval of the compensation of the Company’s Named Executive Officers as set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||
| 34,679,308 | 2,348,002 | 10,120 | 7,443,180 |
Proposal IV – Frequency, on an advisory basis, for future advisory votes on executive compensation
The Company’s stockholders cast their votes with respect to the advisory vote on the frequency for future advisory votes on executive compensation as set forth below:
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1 Year
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2 Year
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3 Year
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Abstain
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Broker Non-
Votes
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| 34,964,979 | 22,641 | 2,044,189 | 5,621 | 7,443,180 |
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 thereunto duly authorized.
| SHORETEL, INC. | ||
| By: |
/s/ Ava M. Hahn
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| VP & General Counsel | ||
| Date: November 16, 2011 | ||