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 13, 2021
Juniper Networks, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-34501 | | 77-0422528 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
1133 Innovation Way, Sunnyvale, California | | 94089 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (408) 745-2000
Not Applicable
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 (see General Instruction A.2. below):
| ¨ | 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, par value $0.00001 per share | | JNPR | | New York Stock Exchange |
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
The 2021 Annual Meeting of the Stockholders (the “Annual Meeting”) of Juniper Networks, Inc. (the “Company”) was held on May 13, 2021. At the Annual Meeting, the Company’s stockholders voted upon the following proposals: (1) to elect ten directors; (2) to ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and (3) a non-binding advisory vote on executive compensation.
All nominated directors were elected and the other proposals were approved by the required stockholder vote. The final voting results with respect to each proposal is as set forth below.
(1) Proposal for election of ten directors:
| | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| Gary Daichendt | | 268,886,936 | | | 3,179,937 | | | 232,510 | | | 25,768,040 | |
| Anne DelSanto | | 269,611,720 | | | 2,578,719 | | | 108,944 | | | 25,768,040 | |
| Kevin DeNuccio | | 269,457,397 | | | 2,611,162 | | | 230,824 | | | 25,768,040 | |
| James Dolce | | 268,620,757 | | | 3,458,067 | | | 220,559 | | | 25,768,040 | |
| Christine Gorjanc | | 271,021,736 | | | 1,169,105 | | | 108,542 | | | 25,768,040 | |
| Janet Haugen | | 270,352,095 | | | 1,834,097 | | | 113,191 | | | 25,768,040 | |
| Scott Kriens | | 263,119,006 | | | 8,975,746 | | | 204,631 | | | 25,768,040 | |
| Rahul Merchant | | 270,845,505 | | | 1,221,304 | | | 232,574 | | | 25,768,040 | |
| Rami Rahim | | 271,333,726 | | | 865,629 | | | 100,028 | | | 25,768,040 | |
| William Stensrud | | 249,099,260 | | | 23,099,455 | | | 100,668 | | | 25,768,040 | |
(2) Proposal to ratify Ernst & Young LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
| For | | Against | | Abstain |
| 284,585,630 | | 13,374,035 | | 107,758 |
(3) A non-binding advisory vote on executive compensation:
| For | | Against | | Abstain | | Broker Non-
Votes |
| 252,341,765 | | 19,522,449 | | 435,169 | | 25,768,040 |
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.
| | Juniper Networks, Inc. |
| | | |
| Date: May 13, 2021 | By: | /s/ Brian M. Martin |
| | Name: Brian M. Martin |
| | Title: Senior Vice President and General Counsel |
