8-KShareholder Matters

CIENA CORP 8-K Report, Shareholder Vote Results (Mar 25, 2013)

Filed March 25, 2013For Securities:CIEN

Summary

This Form 8-K filing from Ciena Corporation (CIEN) reports the results of its 2013 Annual Meeting of Stockholders held on March 20, 2013. The primary focus of this report is the outcome of key shareholder votes, including the election of directors, ratification of the independent auditor, and an advisory vote on executive compensation. All proposals presented to the shareholders passed with a majority of the votes cast, indicating shareholder confidence in the board's decisions and the company's financial oversight.

Key Highlights

  • 1Three Class I directors (Lawton W. Fitt, Patrick H. Nettles, Ph.D., and Michael J. Rowny) were elected to the Board of Directors, each to serve a three-year term.
  • 2The appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for the fiscal year ending October 31, 2013, was ratified by shareholders.
  • 3An advisory "say on pay" vote on executive compensation received approval from the majority of votes cast.
  • 4The election of directors saw strong support, with the nominees receiving a significant majority of the votes cast.
  • 5The ratification of the independent auditor was overwhelmingly approved, reflecting shareholder trust in the company's financial reporting.
  • 6The "say on pay" proposal also passed, indicating general shareholder satisfaction with the executive compensation structure as presented.

Frequently Asked Questions

The key outcomes include the election of three Class I directors to the Board, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and the approval of the executive compensation plan through an advisory vote. All proposals received majority support from the votes cast.

Yes, all three Class I director nominees—Lawton W. Fitt, Patrick H. Nettles, Ph.D., and Michael J. Rowny—were elected by a majority of the votes cast and will serve a three-year term.

Yes, shareholders ratified the appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for the fiscal year ending October 31, 2013, with a significant majority of the votes cast in favor.

The advisory vote on executive compensation was approved by the affirmative vote of a majority of the total votes cast by stockholders, indicating general shareholder support for the compensation practices described in the proxy materials.