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): May 14, 2020

 
 
Juniper Networks, Inc.
(Exact name of registrant as specified in its charter)

 
 
Delaware	 	001-34501	 	77-0422528	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 
1133 Innovation Way,
Sunnyvale, California		94089	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (408) 745-2000
 
Not Applicable
Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading symbol	 	Name of each exchange on which registered	
Common Stock, par value $0.00001 per share	 	JNPR	 	New York Stock Exchange	

 
 
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))	
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
At the 2020 Annual Meeting of the Stockholders (the “Annual Meeting”) of Juniper Networks, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Juniper Networks, Inc. 2008 Employee Stock Purchase Plan (the “ESPP”) to, among other things, increase the available share reserve of the ESPP by 8,000,000 shares. The amendment and restatement of the ESPP previously had been approved, subject to stockholder approval, by the Board of Directors (the “Board”) of the Company on February 20, 2020.
 
A more complete description of the terms of the ESPP can be found in “Proposal No. 4—Approval of the Amendment and Restatement of the Juniper Networks, Inc. 2008 Employee Stock Purchase Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2020 (the “2020 Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2020 Proxy Statement are qualified in their entirety by reference to the ESPP, a copy of which is included in the 2020 Proxy Statement as Annex A thereto.
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
At the Annual Meeting, the Company’s stockholders voted upon the following proposals described in the 2020 Proxy Statement: (1) to elect ten directors; (2) to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2020; (3) a non-binding advisory vote regarding executive compensation; and (4) to approve the ESPP.
 
All nominated directors were elected and the other proposals were approved by the required stockholder vote. The final voting results with respect to each proposal is as set forth below.
 
	(1)	Proposal for election of ten directors:	
 
 	 	For	 	Against	 	Abstain	 	Broker Non-Votes	
Gary Daichendt	 	258,312,263	 	  6,485,556	 	148,820	 	32,229,368	
Anne DelSanto	 	264,094,991	 	     718,714	 	132,934	 	32,229,368	
Kevin DeNuccio	 	259,834,075	 	  4,959,712	 	152,852	 	32,229,368	
James Dolce	 	259,054,589	 	  5,744,654	 	147,396	 	32,229,368	
Christine Gorjanc	 	260,404,572	 	  4,403,455	 	138,612	 	32,229,368	
Janet Haugen	 	262,850,224	 	  1,960,377	 	136,038	 	32,229,368	
Scott Kriens	 	257,448,577	 	  7,392,175	 	105,887	 	32,229,368	
Rahul Merchant	 	264,003,233	 	     787,823	 	155,583	 	32,229,368	
Rami Rahim	 	264,146,359	 	     696,556	 	103,724	 	32,229,368	
William Stensrud	 	254,056,376	 	10,757,313	 	132,950	 	32,229,368	
 
	(2)	Proposal to ratify Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020:	
 
For	 	Against	 	Abstain	
284,275,840	 	12,762,824	 	137,343	
 
	(3)	Proposal to approve a non-binding advisory resolution on the compensation of the named executive officers of the Company:	
 
For	 	Against	 	Abstain	 	Broker Non-Votes	
245,468,367	 	19,338,616	 	139,656	 	32,229,368	
 
	(4)	Proposal to approve the amendment and restatement of the ESPP:	
 
For	 	Against	 	Abstain	 	Broker Non-Votes	
260,105,098	 	4,754,244	 	87,297	 	32,229,368	

 

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.
 
 	Juniper Networks, Inc.	
 	 	 	
Date: May 15, 2020	By: 	 /s/ Brian M. Martin                 	
 	Name: Brian M. Martin	
 	Title: Senior Vice President and General Counsel