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):
December 23, 2009
EXTREME NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-25711 | 77-0430270 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
3585 Monroe Street
Santa Clara, California 95051
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(408) 579-2800
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)) |
| Item 8.01 | Other Events. |
Submission of Matters to a Vote of Security Holders.
On December 23, 2009, Extreme Networks, Inc. held its annual meeting of stockholders (the “Annual Meeting”). Four proposals were considered and approved by the stockholders. Approximately 89.4% percent of outstanding shares were represented at the meeting.
Proposal #1 Election of Directors Including Director Exceptions.
John H. Kispert, Edward B. Meyercord III, and Harry Silverglide, the directors nominated as Class II directors to hold office for a three-year term until the annual meeting of stockholders in 2012 and until their successors are elected and qualified or until their earlier resignation or removal, were each elected to our Board of Directors as Class II directors.
| For | % of Voted | Withheld | % of Voted | |||||||
| John H. Kispert |
70,227,124 | 87.97 | % | 9,604,432 | 12.03 | % | ||||
| Edward B. Meyercord III |
70,223,471 | 87.97 | % | 9,608,085 | 12.03 | % | ||||
| Harry Silverglide |
69,222,378 | 86.72 | % | 10,609,178 | 13.28 | % |
Proposal #2 Appointment of the Company’s Independent Auditors.
Our stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending June 27, 2010.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| Votes | 77,917,276 | 364,872 | 1,549,408 | 0 | |||||||
| % of Voted | 97.60 | % | 0.45 | % | 1.94 | % |
Proposal #3 Approval of Voluntary Exchange Program.
Our stockholders approved a voluntary program that will permit eligible employees to exchange certain outstanding stock options that are “underwater” for a lesser number of shares of restricted stock units to be granted under the Extreme Networks, Inc. 2005 Equity Incentive Plan (the “2005 Plan”) and to exchange certain other stock options that are more substantially underwater for a cash payment.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| Votes | 50,327,931 | 3,691,397 | 3,001,359 | 22,810,869 | |||||||
| % of Voted | 88.26 | % | 6.47 | % | 5.26 | % |
Proposal #4 Amendment to 2005 Plan to Increase Shares.
Our stockholders approved an amendment to the 2005 Plan to increase by 4,000,000 the maximum number of shares of our common stock that may be issued under the 2005 Plan.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| Votes | 41,858,302 | 15,069,598 | 92,788 | 22,810,868 | |||||||
| % of Voted | 73.40 | % | 26.42 | % | 0.16 | % |
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.
Date: January 11, 2010
| EXTREME NETWORKS, INC. | ||
| By: | /s/ BOB L. COREY | |
| Bob L. Corey | ||
| Senior Vice President and Chief Financial Officer and Acting President and Chief Executive Officer | ||