EXTREME NETWORKS INC false 0001078271 0001078271 2019-11-07 2019-11-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): November 7, 2019

EXTREME NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-25711		77-0430270
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

6480 Via Del Oro

San Jose, California 95119

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(408) 579-2800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		EXTR		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a) On November 7, 2019, Extreme Networks, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). There were 121,370,648 shares entitled to be voted and 104,616,902 shares were voted in person or by proxy at the Annual Meeting.

(b) The following proposals were considered and voted on by the stockholders at the Annual Meeting and the results below were certified by the Inspector of Elections:

Proposal 1 - The following seven director nominees were elected for a one-year term:

		For				Withheld				Broker Non-Votes
Charles P. Carinalli			74,059,816				11,682,572				18,874,514
Kathleen M. Holmgren			85,358,217				384,171				18,874,514
Rajendra Khanna			85,337,626				404,762				18,874,514
Edward H. Kennedy			75,613,179				10,129,209				18,874,514
Edward B. Meyercord			85,215,114				527,274				18,874,514
John C. Shoemaker			75,054,327				10,688,061				18,874,514
Ingrid J. Burton			85,363,716				378,672				18,874,514

Proposal 2 – The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers:

		For				Against				Abstain				Broker Non-Votes
Votes			75,971,686				9,046,765				723,937				18,874,514

Proposal 3 - The appointment of KPMG LLP as independent auditors for the Company for the fiscal year ending June 30, 2020 was ratified:

		For				Against				Abstain
Votes			102,760,156				1,278,402				578,344

Proposal 4 - Amendment No. 7 to the Company’s Amended and Restated Rights Agreement to extend the agreement until May 31, 2020 was ratified:

		For				Against				Abstain				Broker Non-Votes
Votes			76,276,434				9,105,464				360,490				18,874,514

Proposal 5 - The Amendment and Restatement of the Company’s 2013 Equity Incentive Plan was approved:

		For				Against				Abstain				Broker Non-Votes
Votes			59,005,981				25,985,144				751,263				18,874,514

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 8, 2019