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)
May 26, 2011
POLYCOM, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| State of Delaware | | 000-27978 | | 94-3128324 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
4750 Willow Road Pleasanton, California | | 94588 |
| (Address of principal executive offices) | | (Zip Code) |
(925) 924-6000
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| | (e) | Stockholder Approval of the 2011 Equity Incentive Plan and Amendment to the 2005 Employee Stock Purchase Plan |
2011 Equity Incentive Plan
At the Annual Meeting of Stockholders of Polycom, Inc. (“Polycom” or “the Company”) held on May 26, 2011 (the “Annual Meeting”), the stockholders of Polycom voted on and approved the Polycom, Inc. 2011 Equity Incentive Plan (the “2011 Plan”). The terms and conditions of the 2011 Plan are described in Polycom’s Proxy Statement dated April 13, 2011 (the “Proxy Statement”). The 2011 Plan is filed as Exhibit 10.1 hereto and is hereby incorporated by reference.
2005 Employee Stock Purchase Plan
At the Annual Meeting, the stockholders of Polycom also voted on and approved an amendment to the Company’s 2005 Employee Stock Purchase Plan (the “Amended and Restated ESPP”) that increased the number of shares of common stock reserved thereunder by 3,500,000. The terms and conditions of the Amended and Restated ESPP are described in the Proxy Statement. The Amended and Restated ESPP is filed as Exhibit 10.2 hereto and is hereby incorporated by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
| | (a) | Stockholder Approval of the Amended and Restated Certificate of Incorporation |
At the Annual Meeting, the stockholders of Polycom voted on and approved an amendment to the Company’s Restated Certificate of Incorporation (the “Amended and Restated Certificate”) that increased the number of authorized shares of common stock from 175,000,000 to 350,000,000. The Amended and Restated Certificate is filed as Exhibit 3.1 hereto and is hereby incorporated by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, proxies representing 82,988,085 shares of common stock, or approximately 94% of the total outstanding shares, were present and voted on the seven proposals presented at the Annual Meeting as follows:
Proposal One – Election of Directors
The table below presents the voting results of the election of seven directors to Polycom’s Board of Directors by the Company’s stockholders:
| | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Andrew M. Miller | | | 78,658,309 | | | | 430,224 | | | | 3,899,552 | |
Betsy S. Atkins | | | 78,198,586 | | | | 889,947 | | | | 3,899,552 | |
David G. DeWalt | | | 78,847,130 | | | | 241,403 | | | | 3,899,552 | |
John A. Kelley, Jr. | | | 78,520,757 | | | | 567,776 | | | | 3,899,552 | |
D. Scott Mercer | | | 78,388,288 | | | | 700,245 | | | | 3,899,552 | |
William A. Owens | | | 78,841,559 | | | | 246,974 | | | | 3,899,552 | |
Kevin T. Parker | | | 78,935,071 | | | | 153,462 | | | | 3,899,552 | |
Proposal Two – Approval of the Amended and Restated Certificate of Incorporation
Polycom’s stockholders approved the amendment to Polycom’s Restated Certificate of Incorporation by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
61,766,868 | | 21,167,734 | | 53,483 | | — |
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Proposal Three – Approval of the 2011 Equity Incentive Plan
Polycom’s stockholders approved the 2011 Equity Incentive Plan by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
62,590,465 | | 16,388,041 | | 110,027 | | 3,899,552 |
Proposal Four – Approval of the Amendment to the 2005 Employee Stock Purchase Plan
Polycom’s stockholders approved the amendment to Polycom’s 2005 Employee Stock Purchase Plan by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
68,574,151 | | 10,467,891 | | 46,491 | | 3,899,552 |
Proposal Five – Advisory Vote on Executive Compensation
The stockholders cast their votes with respect to the advisory vote on executive compensation as follows:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
77,340,349 | | 1,692,896 | | 55,288 | | 3,899,552 |
Proposal Six – Advisory Vote on Frequency of Holding Future Advisory Votes
The stockholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on executive compensation as follows:
| | | | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstentions | | Broker Non-Votes |
63,243,855 | | 226,143 | | 15,566,853 | | 51,682 | | 3,899,552 |
Proposal Seven – Ratification of Appointment of Independent Registered Public Accounting Firm
Polycom’s stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
82,407,274 | | 511,914 | | 68,897 | | — |
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| |
| 3.1 | | Amended and Restated Certificate of Incorporation of Polycom, Inc. |
| |
| 10.1 | | Polycom, Inc. 2011 Equity Incentive Plan |
| |
| 10.2 | | Polycom, Inc. 2005 Employee Stock Purchase Plan (May 26, 2011 Amendment and Restatement) |
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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.
| | |
| | POLYCOM, INC. |
| |
| By: | | /s/ Sayed M. Darwish |
| | Sayed M. Darwish |
| | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
Date: June 2, 2011
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 3.1 | | Amended and Restated Certificate of Incorporation of Polycom, Inc. |
| |
| 10.1 | | Polycom, Inc. 2011 Equity Incentive Plan |
| |
| 10.2 | | Polycom, Inc. 2005 Employee Stock Purchase Plan (May 26, 2011 Amendment and Restatement) |
