Summary
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.
Key Highlights
- 1Manuel D. Medina resigned from Ciena's Board of Directors, effective September 24, 2012.
- 2Mr. Medina's resignation was not due to any disagreements with the company's operations, policies, or practices.
- 3The resignation stems from potential conflicts related to Mr. Medina's future investment activities.
- 4The Board of Directors size has been reduced from nine to eight members.
- 5The reduction impacts Class III directors, decreasing the number up for election in 2015 from three to two.
- 6The board's class structure for future shareholder elections remains defined with Class I (2013) and Class II (2014) directors.
- 7The board size reduction is in accordance with the company's Amended and Restated Bylaws.