01—Abstract
Summary
Summary of the 8-K filed September 25, 2012. Cited figures are marked; the original filing is the authoritative source.
Ciena Corporation (CIEN) announced on September 25, 2012, that director Manuel D.
Medina has resigned from the Board of Directors, effective September 24, 2012. The resignation is attributed to potential conflicts arising from Mr. Medina's possible future investment activities and is not a result of any disagreement with the company's operations, policies, or practices. In response to the resignation, Ciena's Board of Directors has reduced its size from nine to eight members.
This reduction will specifically decrease the number of directors in Class III up for election at the 2015 annual shareholder meeting from three to two. The composition of other board classes remains unchanged, with directors in Class I and Class II to be up for election at the 2013 and 2014 annual meetings, respectively. This move ensures the board remains in compliance with its bylaws.
02—Key points
Key Highlights
- Manuel D. Medina resigned from Ciena's Board of Directors, effective September 24, 2012.
- Mr. Medina's resignation was not due to any disagreements with the company's operations, policies, or practices.
- The resignation stems from potential conflicts related to Mr. Medina's future investment activities.
- The Board of Directors size has been reduced from nine to eight members.
- The reduction impacts Class III directors, decreasing the number up for election in 2015 from three to two.
- The board's class structure for future shareholder elections remains defined with Class I (2013) and Class II (2014) directors.
- The board size reduction is in accordance with the company's Amended and Restated Bylaws.
03—Questions
Frequently Asked Questions
Why did Manuel D. Medina resign from the Board of Directors?
Manuel D. Medina resigned due to potential conflicts that may arise from his possible future investment activities. He stated that his decision was not due to any disagreement with Ciena's operations, policies, or practices.
What is the impact of this resignation on the size of Ciena's Board?
The Board of Directors has been reduced in size from nine members to eight members, effective immediately upon Mr. Medina's resignation.
How does the reduction in board size affect future director elections?
The reduction specifically decreases the number of directors in Class III who will stand for election at the 2015 annual shareholder meeting from three to two. The election cycles for Class I (2013) and Class II (2014) directors remain unaffected by this change.
Are there any concerns regarding Ciena's operations or governance due to this resignation?
No, Ciena explicitly stated that Mr. Medina's resignation was not due to any disagreement with the company relating to its operations, policies, or practices. The resignation is attributed to his personal investment activities.
04—Continue