Delaware | 94-2805249 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] 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))
Information to be included in the report
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the expected charges and costs related to the Restructuring Plan. These forward looking statements are only predictions based on current information and expectations and are subject to certain risks and uncertainties, including, but not limited to, Sun's ability to implement the workforce reductions in various geographies; possible changes in the size and components of the expected costs and charges; and general economic conditions. More information about potential factors that could affect Sun's business and financial results is included in the "Risk Factors" set forth in Sun's Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended October 1, 2006, December 31, 2006 and April 1, 2007. Actual results could differ materially from those set forth in the forward-looking statements as a result of such risk factors, as well as other risks and uncertainties. Sun assumes no obligation to, and does not currently intend to, update these forward-looking statements, except as required by law.
* decrease the size of the Board from eleven members to ten members;
* amend certain provisions related to the majority voting standard for the election of directors, including to:
* require stockholders nominating a person for election to the Board to include in the required notice:
* clarify that Sun's directors may approve an action by unanimous written consent by means of electronic transmission; and
* clarify Sun's indemnification obligations with respect individuals who serve as officers and directors of other entities at Sun's request.
The foregoing description of the amendments to Sun's Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
* reiterate certain of the Bylaw amendments referred to in Item 5.03 above;
* state the Board's expectation that a director will tender his or her resignation if he or she fails to receive the required number of votes for re-election in an uncontested election;
* require that the Board only nominate candidates for election or re-election as a director who have previously tendered or, in the case of candidates who have not yet become members of the Board, have agreed to tender promptly following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that will be effective upon:
* state that the Board expects any director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation, as opposed to mandating his or her recusal; and
* state that Sun will disclose in a Form 8-K whether or not the Director recused himself or herself from participating in any decision regarding his or her resignation.
The amendments to the Guidelines became effective on August 1, 2007. The Guidelines are available on Sun's website at http://www.sun.com/company/cgov.
Sun Microsystems, Inc. | ||||||||
Date: August 07, 2007 | By: | /s/ Vengalil K. Chatterjee | ||||||
Vengalil K. Chatterjee | ||||||||
Chief Accounting Officer (Principal Accounting Officer) | ||||||||
Exhibit No. | Description | |
EX-3.1 | Bylaws, as amended August 1, 2007 |