8-KShareholder Matters

CIENA CORP 8-K Report, Shareholder Vote Results (Mar 27, 2017)

Filed March 27, 2017For Securities:CIEN

Summary

CIENA CORP (CIEN) filed this Form 8-K on March 27, 2017, to report the results of its annual meeting of stockholders held on March 23, 2017. The primary purpose of the filing was to provide details on the voting outcomes for several key proposals, offering transparency into shareholder sentiment and corporate governance. Investors can use this information to gauge support for management's decisions and the board of directors. The meeting saw the election of three Class II directors to the Board of Directors, the approval of Ciena's 2017 Omnibus Incentive Plan, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, and advisory votes on executive compensation and its frequency. All proposals presented to shareholders received majority approval, indicating broad support from the voting stockholders for the company's direction and governance practices.

Key Highlights

  • 1Three Class II directors, Harvey B. Cash, Judith M. O'Brien, and Gary B. Smith, were successfully elected to the Board of Directors, each serving a three-year term.
  • 2Ciena's 2017 Omnibus Incentive Plan was approved by a majority of the total votes cast by stockholders.
  • 3The appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for fiscal year 2017 was ratified.
  • 4Shareholders provided an advisory vote of approval for the compensation of named executive officers.
  • 5A majority of stockholders voted in favor of holding an advisory vote on executive compensation annually.

Frequently Asked Questions

The main outcomes included the election of three directors, approval of the 2017 Omnibus Incentive Plan, ratification of the independent auditor, and advisory votes on executive compensation and its frequency. All proposals received majority shareholder approval.

Yes, Harvey B. Cash, Judith M. O'Brien, and Gary B. Smith were elected as Class II directors, each serving a three-year term ending at the 2020 annual meeting.

Yes, Ciena's 2017 Omnibus Incentive Plan was approved by a majority of the votes cast by stockholders.

The advisory vote on the compensation of named executive officers was approved by a majority of the votes cast. Furthermore, a majority of stockholders voted to hold this advisory vote every year.