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 11, 2016
ARRIS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
| | | | |
England and Wales
| | 001-37672
| | 98-1241619
|
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
3871 Lakefield Drive Suwanee, Georgia | | 30024 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (678) 473-2000
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. |
At the Annual General Meeting of Shareholders of ARRIS International plc (“ARRIS” or the “Company”) held on May 11, 2016, the ARRIS shareholders approved the Company’s 2016 Stock-Incentive Plan (the “2016 Plan”). The 2016 Plan is intended to facilitate the hiring, retention and continued motivation of key employees, consultants and directors and to align more closely their interests with those of the Company and its shareholders. Up to 31,215,000 ordinary shares are authorized for issuance under the 2016 Plan. A description of the 2016 Plan is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 1, 2016 and such description is incorporated herein by reference. The description of the 2016 Plan is qualified in its entirety by reference to the full text of the 2016 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The following resolutions were voted on at the ARRIS Annual General Meeting of Shareholders held on May 11, 2016:
| 1. | Election of directors to serve until the 2017 Annual General Meeting of Shareholders (each by separate resolution). Each of the nominees listed below was elected. |
| | | | | | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Against | | | Abstained | | | Broker
Non-Votes | |
a. Alex B. Best | | | 136,599,289 | | | | 2,306,146 | | | | 99,758 | | | | 12,871,167 | |
b. J. Timothy Bryan | | | 138,741,139 | | | | 162,035 | | | | 102,019 | | | | 12,871,167 | |
c. James A. Chiddix | | | 136,306,724 | | | | 2,590,665 | | | | 107,804 | | | | 12,871,167 | |
d. Andrew T. Heller | | | 137,528,052 | | | | 1,374,951 | | | | 102,190 | | | | 12,871,167 | |
e. Dr. Jeong H. Kim | | | 136,942,345 | | | | 1,960,141 | | | | 102,707 | | | | 12,871,167 | |
f. Robert J. Stanzione | | | 132,206,617 | | | | 6,741,275 | | | | 57,301 | | | | 12,871,167 | |
g. Doreen A. Toben | | | 138,714,673 | | | | 191,711 | | | | 98,809 | | | | 12,871,167 | |
h. Debora J. Wilson | | | 138,017,771 | | | | 888,703 | | | | 98,719 | | | | 12,871,167 | |
i. David A. Woodle | | | 138,655,457 | | | | 272,900 | | | | 76,836 | | | | 12,871,167 | |
| 2. | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The resolution was approved. |
| | | | | | |
Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 150,393,561 | | 1,333,064 | | 149,735 | | N.A. |
| 3. | Appointment of Ernst & Young LLP as the Company’s U.K. statutory auditors under the U.K. Companies Act 2006. The resolution was approved. |
| | | | | | |
Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 151,039,478 | | 680,925 | | 155,957 | | N.A. |
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| 4. | Authorization for the Audit Committee of the ARRIS Board of Directors to determine the U.K. statutory auditor’s remuneration. The resolution was approved. |
| | | | | | |
Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 150,742,366 | | 941,635 | | 192,359 | | N.A. |
| 5. | Approval of the 2016 Plan. The resolution was approved. |
| | | | | | |
Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 120,971,738 | | 17,952,259 | | 81,196 | | 12,871,167 |
| 6. | Non-binding advisory vote approving the compensation of the Company’s named executive officers. The resolution was approved. |
| | | | | | |
Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 132,476,195 | | 6,365,660 | | 163,338 | | 12,871,167 |
| 7. | Non-binding advisory vote approving the reports of the auditors and the directors and the U.K. statutory accounts for the year ended December 31, 2015. The resolution was approved. |
| | | | | | |
Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 151,374,911 | | 241,077 | | 260,372 | | N.A. |
| 8. | Amendment to the Company’s Articles of Association. The resolution was approved. |
| | | | | | |
Votes For | | Votes Against | | Abstained | | Broker Non-Votes |
| 138,707,331 | | 181,328 | | 116,534 | | 12,871,167 |
On May 11, 2016, Andrew T. Heller, who has served as a director of ARRIS since 2011, was selected as the Lead Independent Director of the Board of Directors. The Lead Independent Director presides over executive sessions of the Board of Directors and other meetings where the Chairman is not present. The Lead Independent Director also approves the agenda for Board meetings and approves the material information sent to the Board. He also is the liaison between the Chairman and the independent directors and may call meetings of the independent directors. Lastly, he is available for consultation and direct communications, if so requested by a major shareholder, and has various other communications and administrative responsibilities.
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| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit
No. | | Description |
| |
| 3.1 | | Articles of Association of ARRIS International plc (as of 11 May 2016) |
| |
| 10.1 | | ARRIS International plc 2016 Stock Incentive Plan |
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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.
| | |
| ARRIS INTERNATIONAL PLC |
| |
| By: | | /s/ Patrick W. Macken |
| | Patrick W. Macken |
| | Senior Vice President, General Counsel, and Secretary |
Date: May 12, 2016
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