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 1, 2013
TELLABS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 0-9692 | | 36-3831568 |
(State of Incorporation) | | (Commission file number) | | (I.R.S. Employer Identification No.) |
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One Tellabs Center 1415 W. Diehl Road Naperville, Illinois | | 60563 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (630) 798-8800
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 240.13e4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
Tellabs, Inc. (the Company) held its Annual Meeting of Stockholders on May 1, 2013. Set forth below are the voting results for each of the proposals submitted to a vote of the stockholders.
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| | | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
1. | | Election of Directors | | | | | | | | | | | | | | | | |
| | Alex Mashinsky | | | 233,170,881 | | | | 7,918,830 | | | | 31,699,284 | | | | 58,366,615 | |
| | Gregory J. Rossmann | | | 264,270,423 | | | | 8,175,816 | | | | 342,756 | | | | 58,366,615 | |
| | Vincent H. Tobkin | | | 262,307,456 | | | | 10,138,612 | | | | 342,927 | | | | 58,366,615 | |
| | Mikel H. Williams | | | 264,275,070 | | | | 8,183,520 | | | | 330,405 | | | | 58,366,615 | |
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| | | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
2. | | Amendment of the Company’s Restated Certificate of Incorporation to Declassify the Board of Directors | | | 235,552,959 | | | | 36,557,889 | | | | 678,147 | | | | 58,366,615 | |
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| | | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
3. | | Approval, on an Advisory Basis, of Named Executive Officer Compensation | | | 258,097,073 | | | | 11,208,788 | | | | 3,483,134 | | | | 58,366,615 | |
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| | | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non- Votes | |
4. | | Reapproval of Performance Criteria under the Company’s Amended & Restated 2004 Incentive Compensation Plan | | | 261,947,982 | | | | 10,188,718 | | | | 652,295 | | | | 58,366,615 | |
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| | | | Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
5. | | Ratification of Appointment of Independent Registered Auditor for Fiscal Year 2013 | | | 313,994,983 | | | | 16,227,257 | | | | 933,370 | | | | n/a | |
Item 8.01 Other Events
As previously reported, on August 24, 2012, Michael J. Birck, the Chairman of the Company’s Board of Directors (the Board), announced that he will not seek re-election to the Board at the Company’s 2013 Annual Stockholders Meeting on May 1, 2013.
On May 1, 2013, the Company issued a press release announcing Vincent H. Tobkin has been elected as the new Chairman of the Board, effective as of the end of the Annual Stockholders Meeting. Mr. Tobkin is a current member of the Board and served as the lead director prior to his appointment as Chairman of the Board. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
Item 9.01 Exhibits
(d) Exhibits.
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Exhibit No. | | Description |
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99.1 | | Press Release dated May 1, 2013 |
SIGNATURE
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 thereunto duly authorized.
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TELLABS, INC. (Registrant) |
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/s/ Thomas P. Minichiello |
Thomas P. Minichiello Vice President of Finance and Chief Accounting Officer (Principal Accounting Officer and duly authorized officer) |
May 2, 2013
(Date)
EXHIBIT INDEX
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Exhibit No. | | Description |
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99.1 | | Press Release dated May 1, 2013 |