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): May 9, 2012
MERU NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34659 | 26-0049840 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 894 Ross Drive Sunnyvale, California |
94089 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (408) 215-5300
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.
(a) Meru Networks, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 9, 2012 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.
(b) The matters below, which are described in more detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 3, 2012, were voted on at the Annual Meeting and the number of votes cast with respect to each matter is set forth below.
(1) Holders of the Company’s common stock did not approve an amendment to the Company’s certificate of incorporation to classify the Company’s board of directors into three classes with staggered three-year terms of office and to grant the Company’s board of directors’ exclusive authority to determine the size of the board of directors, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 7,331,889 | 2,071,772 | 12,692 | 4,948,388 |
(2) Holders of the Company’s common stock voted to elect seven directors to serve on the Board, each to serve until the Company’s annual meeting of stockholders to be held in 2013 and until his successor is elected and qualified, or until his death, resignation or removal, as follows:
| Name |
Votes For | Votes Withheld | Abstentions | Broker Non-Votes | ||||||||||||
| Dr. Bami Bastani |
9,366,776 | 49,577 | 0 | 4,948,388 | ||||||||||||
| Harold Copperman |
9,153,122 | 263,231 | 0 | 4,948,388 | ||||||||||||
| Charles Kissner |
9,369,323 | 47,030 | 0 | 4,948,388 | ||||||||||||
| Stanley Meresman |
9,164,284 | 252,069 | 0 | 4,948,388 | ||||||||||||
| Nicholas Mitsakos |
9,077,216 | 339,137 | 0 | 4,948,388 | ||||||||||||
| Barry Newman |
9,367.330 | 49,023 | 0 | 4.948.388 | ||||||||||||
| William Quigley |
9,275,828 | 140,525 | 0 | 4,948,388 | ||||||||||||
(3) Holders of the Company’s common stock voted to ratify the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 13,759,789 | 232,581 | 372,371 | 0 |
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.
| MERU NETWORKS, INC. | ||||||
| Date: May 11, 2012 | By: | /s/ Brett T. White | ||||
| Name: | Brett T. White | |||||
| Title: | Chief Financial Officer | |||||