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 13, 2012
________________________________
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware | 001-33278 | 20-5961564 | ||
(State or other jurisdiction | (Commission File | (I.R.S. Employer | ||
of incorporation) | Number) | Identification No.) | ||
Address of principal executive offices: | 5200 Great America Parkway, Santa Clara, CA 95054 | |
Registrant’s telephone number, including area code: | (408) 567- 7000 | |
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)) | |
TABLE OF CONTENTS
Item 5.07 Submission of Matters to a Vote of Security Holders |
SIGNATURE |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
VOTING RESULTS OF 2012 ANNUAL MEETING OF STOCKHOLDERS
The 2012 Annual Meeting of Stockholders of the Company was held on November 13, 2012. For more information about the proposals set forth below, please see the Company's definitive Proxy Statement filed with the SEC on September 26, 2012. A total of 50,974,831 (or approximately 82.98%) of the Company's shares issued, outstanding and entitled to vote at the 2012 Annual Meeting of Stockholders were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2012 Annual Meeting of Stockholders.
(1) Proposal 1 - Election of Directors: Election of eight nominees to the Company's Board of Directors for a one-year term expiring at the 2013 Annual Meeting of Stockholders, or until their successors are elected and qualified:
Number of Shares | |||||||||
Nominee | For | Withheld | Broker Non-Votes | ||||||
William A. Hasler | 37,226,893 | 6,308,335 | 7,439,623 | ||||||
Clifford H. Higgerson | 40,119,374 | 3,415,854 | 7,439,623 | ||||||
Charles D. Kissner | 39,336,705 | 4,198,523 | 7,439,623 | ||||||
Michael A. Pangia | 42,888,166 | 647,062 | 7,439,623 | ||||||
Raghavendra Rau | 42,900,451 | 634,777 | 7,439,623 | ||||||
Dr. Mohsen Sohi | 40,148,474 | 3,386,754 | 7,439,623 | ||||||
Dr. James C. Stoffel | 40,120,977 | 3,414,251 | 7,439,623 | ||||||
Edward F. Thompson | 39,378,626 | 4,156,602 | 7,439,623 | ||||||
Each nominee was elected by the Company's stockholders, as recommended by the Company's Board of Directors.
(2) Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm: Ratification of the Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 28, 2013:
• | For: 49,734,966 |
• | Against: 1,213,846 |
• | Abstain: 26,039 |
Proposal 2 was approved by the Company's stockholders, as recommended by the Company's Board of Directors.
(3) Proposal 3 - Advisory vote on executive compensation. Approval of the advisory vote on executive compensation:
• | For: 42,463,538 |
• | Against: 682,720 |
• | Abstain: 388,970 |
Proposal 3 was approved by the Company's stockholders, as recommended by the Company's Board of Directors.
SIGNATURE
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.
AVIAT NETWORKS, INC. | ||||
Date: November 14, 2012 | By: | /s/ Meena Elliott | ||
Name: | Meena Elliott | |||
Title: | Senior Vice President, General Counsel and Secretary | |||