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 24, 2012
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.) |
| |
6001 America Center Drive San Jose, California | | 95002 |
| (Address of principal executive offices) | | (Zip Code) |
(408) 586-6000
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 Amended and Restated Performance Bonus Plan |
At the Annual Meeting of Stockholders of Polycom, Inc. (“Polycom” or “the Company”) held on May 24, 2012 (the “Annual Meeting”), the stockholders of Polycom voted on and approved Polycom’s Amended and Restated Performance Bonus Plan (the “Bonus Plan”). The terms and conditions of the Bonus Plan are described in Polycom’s Proxy Statement dated April 9, 2012. The Bonus Plan is filed as Exhibit 10.1 hereto and is hereby incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, proxies representing 166,507,215 shares of common stock, or approximately 93.4% of the total outstanding shares, were present and voted on the four 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 Against | | | Abstain | | | Broker Non-Votes | |
Andrew M. Miller | | | 156,002,258 | | | | 782,692 | | | | 130,371 | | | | 9,591,894 | |
Betsy S. Atkins | | | 151,327,051 | | | | 5,460,128 | | | | 128,142 | | | | 9,591,894 | |
David G. DeWalt | | | 154,495,736 | | | | 2,291,219 | | | | 128,366 | | | | 9,591,894 | |
John A. Kelley, Jr. | | | 155,688,355 | | | | 1,098,354 | | | | 128,612 | | | | 9,591,894 | |
D. Scott Mercer | | | 156,279,045 | | | | 507,620 | | | | 128,656 | | | | 9,591,894 | |
William A. Owens | | | 154,423,490 | | | | 2,363,939 | | | | 127,892 | | | | 9,591,894 | |
Kevin T. Parker | | | 156,455,164 | | | | 333,187 | | | | 126,970 | | | | 9,591,894 | |
Proposal Two – Approval of the Amended and Restated Performance Bonus Plan
Polycom’s stockholders approved the Amended and Restated Performance Bonus Plan by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
153,136,202 | | 3,639,431 | | 139,688 | | 9,591,894 |
Proposal Three – Advisory Vote on Executive Compensation
The stockholders cast their votes with respect to the advisory vote on executive compensation by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
152,241,257 | | 3,771,151 | | 902,913 | | 9,591,894 |
Proposal Four – 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, 2012 by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
165,305,261 | | 1,014,012 | | 187,942 | | — |
Item 9.01 Financial Statements and Exhibits.
| | |
| |
| 10.1 | | Polycom, Inc. Amended and Restated Performance Bonus Plan |
2
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 |
| | Chief Legal Officer, Executive Vice President of Corporate Development and Secretary |
Date: May 25, 2012
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Polycom, Inc. Amended and Restated Performance Bonus Plan |
