01—Abstract
Summary
Summary of the 8-K filed December 8, 2011. Cited figures are marked; the original filing is the authoritative source.
Ciena Corporation (CIEN) filed an 8-K report on December 8, 2011, primarily to furnish its earnings release for the fourth fiscal quarter and full fiscal year ended October 31, 2011.
While the specific financial results are detailed in the attached press release (Exhibit 99.1), this filing also disclosed a significant board-level change. Director Stephen P. Bradley will not seek re-election at the 2012 Annual Meeting of Shareholders and will retire from the Board upon completion of his term.
This departure, which is not due to any disagreement, will result in a reduction of the Board's size from nine to eight members, specifically reducing the number of Class III directors up for election. Investors should refer to the furnished press release for comprehensive financial performance details, while this 8-K highlights a planned governance adjustment. It's important to note that information furnished under Item 2.02 is not considered "filed" for regulatory purposes, meaning it doesn't carry the same liability as formally filed data.
02—Key points
Key Highlights
- Ciena Corporation (CIEN) announced its Q4 and full fiscal year 2011 financial results via an earnings press release furnished with this 8-K.
- Director Stephen P. Bradley will not stand for re-election at the 2012 Annual Meeting of Shareholders and will retire from the Board.
- Mr. Bradley's decision to retire was not due to any disagreement with Ciena Corporation.
- The company's Board of Directors will be reduced in size from nine to eight members, effective prior to the 2012 Annual Meeting.
- This Board size reduction will decrease the number of Class III directors up for election from three to two.
- The press release containing the detailed financial results is attached as Exhibit 99.1.
- Information furnished under Item 2.02 is not deemed "filed" for Section 18 purposes.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to furnish Ciena Corporation's earnings press release for its fourth fiscal quarter and full fiscal year ended October 31, 2011. It also discloses a change in the Board of Directors.
Are the financial results from the earnings release considered officially "filed" by the SEC?
No, the information furnished under Item 2.02 (the earnings release) is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor is it subject to the liabilities of that section. It's provided for informational purposes.
What is the reason for the Board of Directors' size reduction?
The Board's size is being reduced from nine to eight members due to the retirement of Director Stephen P. Bradley, who is not standing for re-election at the upcoming 2012 Annual Meeting of Shareholders. His decision was amicable and not due to any disagreement with the company.
When will the Board of Directors' size reduction take effect?
The reduction in the Board's size will be effective immediately prior to the 2012 Annual Meeting of Shareholders, following Mr. Bradley's retirement.
04—Continue