extr-8k_20201105.htm
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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 5, 2020

 

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:

(408579-2800

 

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 Select 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 5, 2020, Extreme Networks, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). There were 122,917,092 shares entitled to be voted and 107,870,728 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

 

 

82,889,401

 

 

 

2,783,133

 

 

 

22,198,194

 

Kathleen M. Holmgren

 

 

83,753,812

 

 

 

1,918,722

 

 

 

22,198,194

 

Rajendra Khanna

 

 

84,403,701

 

 

 

1,268,833

 

 

 

22,198,194

 

Edward H. Kennedy

 

 

83,870,615

 

 

 

1,801,919

 

 

 

22,198,194

 

Edward B. Meyercord

 

 

84,315,916

 

 

 

1,356,618

 

 

 

22,198,194

 

John C. Shoemaker

 

 

78,875,507

 

 

 

6,797,027

 

 

 

22,198,194

 

Ingrid J. Burton

 

 

83,775,776

 

 

 

1,896,758

 

 

 

22,198,194

 

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

 

 

81,863,529

 

 

 

3,119,787

 

 

 

689,218

 

 

 

22,198,194

 

Proposal 3 - The appointment of Ernst & Young LLP as independent auditors for the Company for the fiscal year ending June 30, 2021 was ratified:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

Votes

 

 

106,286,929

 

 

 

963,905

 

 

 

619,894

 

Proposal 4 - Amendment No. 8 to the Company’s Amended and Restated Rights Agreement to extend the agreement until May 31, 2021 was ratified:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

Votes

 

 

77,489,221

 

 

 

7,577,704

 

 

 

605,609

 

 

 

22,198,194

 

 

 


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 6, 2020

 

EXTREME NETWORKS, INC.

 

 

 

By:

 

/s/ KATAYOUN MOTIEY

 

 

Katayoun Motiey

 

 

Chief Administrative and Sustainability Officer