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
January 11, 2012 (January 10, 2012)
Date of Report (Date of earliest event reported)
SYCAMORE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27273 | 04-3410558 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS Employer Identification No.) |
220 Mill Road
Chelmsford, MA 01824
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code: (978) 250-2900
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:
| ¨ | 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 January 10, 2012, Sycamore Networks, Inc. (the “Registrant”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy. The following is a brief description and vote count of all items voted on at the Annual Meeting:
Item No. 1 – Election of Directors. The stockholders elected one Class III Director to the Registrant’s Board of Directors, with voting as follows:
| Nominee |
For |
Withheld |
Non-votes | |||
| Daniel E. Smith |
25,339,663 | 156,742 | 2,138,605 |
Item No. 2 – Ratification of Auditors. The stockholders ratified the selection PricewaterhouseCoopers LLP as the Registrant’s independent public accounting firm for the fiscal year ending July 31, 2012, with voting as follows:
| For |
Against |
Abstention |
Non-votes | |||
| 27,521,242 |
81,011 | 32,757 | 0 |
Item No. 3 – Executive Compensation. The stockholders approved, on a non-binding, advisory basis, a resolution approving the compensation of the Registrant’s named executive officers, with voting as follows:
| For |
Against |
Abstention |
Non-votes | |||
| 25,146,193 |
131,341 | 218,871 | 2,138,605 |
Item No. 4 – Frequency of Future Advisory Votes. The stockholders determined, on a non-binding, advisory basis, that the frequency of future advisory votes on the compensation of the Registrant’s named executive officers should be every three years, with voting as follows:
| One Year |
Two Years |
Three Years |
Abstentions |
Non-votes | ||||
| 10,491,114 |
14,383 | 14,758,398 | 232,510 | 2,138,605 |
After taking into consideration the foregoing voting results and the prior recommendation of the Board of Directors, the Board of Directors determined that the Registrant will hold future advisory votes on named executive officer compensation every three years.
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.
Sycamore Networks, Inc.
| /s/ Paul F. Brauneis |
| Paul F. Brauneis |
| Chief Financial Officer |
| Vice President, Finance and Administration and Treasurer |
| (Duly Authorized Officer and Principal |
| Financial and Accounting Officer) |
Dated: January 11, 2012