8-KShareholder Matters

CIENA CORP 8-K Report, Shareholder Vote Results (Mar 28, 2011)

Filed March 28, 2011For Securities:CIEN

Summary

Ciena Corporation (CIEN) filed an 8-K on March 28, 2011, detailing the results of its Annual Meeting of Stockholders held on March 23, 2011. The meeting covered several key proposals, including the election of directors, an increase in shares issuable upon conversion of convertible notes, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. All proposals were met with strong stockholder approval, indicating a positive sentiment from the company's investors on the matters presented. The election of three Class II directors, Harvey B. Cash, Judith M. O’Brien, and Gary B. Smith, passed with a majority of votes cast, ensuring continuity on the board. Additionally, a proposal to increase the number of shares issuable upon conversion of the 4.0% Convertible Senior Notes due 2015 received substantial backing, suggesting investor confidence in Ciena's financial strategies and potential future share dilution management. The appointment of PricewaterhouseCoopers LLP as the auditor for fiscal year 2011 was also overwhelmingly ratified, affirming trust in the company's financial reporting integrity.

Key Highlights

  • 1Election of Class II directors Harvey B. Cash, Judith M. O’Brien, and Gary B. Smith was approved by a majority of votes cast.
  • 2Proposal to increase the number of shares issuable upon conversion of 4.0% Convertible Senior Notes due 2015 was approved by a majority of votes cast.
  • 3Ratification of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for fiscal year ending October 31, 2011, was overwhelmingly approved.
  • 4Approximately 17.19 million shares, or about 18% of outstanding shares, were non-voted across several proposals.
  • 5A non-binding advisory vote on executive compensation was approved by a majority of votes cast.
  • 6A non-binding advisory vote on the frequency of executive compensation votes resulted in the Board of Directors scheduling the next vote for 2012, indicating a biennial preference.

Frequently Asked Questions

The key outcomes include the election of three Class II directors, the approval to increase shares issuable upon conversion of 4.0% Convertible Senior Notes due 2015, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Additionally, advisory votes on executive compensation and its frequency were conducted.

Yes, all three director nominees, Harvey B. Cash, Judith M. O’Brien, and Gary B. Smith, were elected by a majority of the votes cast and will serve a three-year term expiring in 2014.

The proposal to increase the number of shares of Ciena's common stock that may be issued upon the conversion of outstanding 4.0% Convertible Senior Notes due 2015 was approved by the affirmative vote of a majority of the total votes cast by stockholders.

The advisory vote indicated a preference from stockholders. Ciena's Board of Directors considered this outcome and has decided to hold the next non-binding stockholder advisory vote on executive compensation at the 2012 Annual Meeting of Stockholders, suggesting a biennial frequency.