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)
June 5, 2013
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 Amendment to the 2011 Equity Incentive Plan |
At the Annual Meeting of Stockholders of Polycom, Inc. (“Polycom” or “the Company”) held on June 5, 2013 (the “Annual Meeting”), the stockholders of Polycom voted on and approved an amendment to Polycom’s 2011 Equity Incentive Plan (the “2011 Plan”) to increase the number of shares of common stock reserved for issuance under the plan by 10,500,000. The terms and conditions of the 2011 Plan are described in Polycom’s Proxy Statement dated April 19, 2013 (the “Proxy Statement”). The 2011 Plan is filed as Exhibit 10.1 hereto and is hereby incorporated by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information contained in Item 5.02 above is hereby incorporated by reference. At the Annual Meeting, proxies representing 158,226,499 shares of common stock, or approximately 91% 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 six directors to Polycom’s Board of Directors by the Company’s stockholders:
| | | | | | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
Andrew M. Miller | | | 144,883,625 | | | | 2,213,945 | | | | 53,591 | | | | 11,075,338 | |
Betsy S. Atkins | | | 132,528,009 | | | | 14,599,585 | | | | 23,567 | | | | 11,075,338 | |
John A. Kelley, Jr. | | | 146,242,987 | | | | 851,047 | | | | 57,127 | | | | 11,075,338 | |
D. Scott Mercer | | | 146,725,770 | | | | 368,272 | | | | 57,119 | | | | 11,075,338 | |
William A. Owens | | | 131,901,897 | | | | 15,194,270 | | | | 54,994 | | | | 11,075,338 | |
Kevin T. Parker | | | 146,812,476 | | | | 283,691 | | | | 54,994 | | | | 11,075,338 | |
Proposal Two – Approval of an Amendment to Polycom’s 2011 Equity Incentive Plan
Polycom’s stockholders approved the amendment to Polycom’s 2011 Equity Incentive Plan by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
97,374,120 | | 48,958,637 | | 818,404 | | 11,075,338 |
Proposal Three – Advisory Vote on Executive Compensation
Polycom’s stockholders approved the advisory vote on executive compensation by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
86,990,255 | | 59,579,712 | | 581,194 | | 11,075,338 |
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, 2013 by the following votes:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
157,041,834 | | 633,109 | | 551,556 | | — |
Item 9.01 Financial Statements and Exhibits.
| | |
| 10.1 | | Polycom, Inc. 2011 Equity Incentive Plan, as amended June 5, 2013. |
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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 |
| | Chief Legal Officer, Executive Vice President of Corporate Development and Secretary |
Date: June 7, 2013
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EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Polycom, Inc. 2011 Equity Incentive Plan, as amended June 5, 2013. |
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