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EX-99.1 - EX-99.1 - ACME PACKET INC | b84545exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 Or 15(d) of the Securities Exchange Act Of 1934
Pursuant To Section 13 Or 15(d) of the Securities Exchange Act Of 1934
Date of report (Date of earliest event reported): January 26, 2011
ACME PACKET, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33041 | 04-3526641 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Crosby Drive
Bedford, MA 01730
(Address of principal executive offices) (Zip Code)
Bedford, MA 01730
(Address of principal executive offices) (Zip Code)
(781) 328-4400
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2011, the Board of Directors of Acme Packet, Inc. (the Company) appointed
Russell Muirhead to fill the vacancy on the Board of Directors
effective immediately. Dr. Muirhead
will serve as a Class I Director whose term will expire at the annual meeting of stockholders to be
held in 2013. The Board of Directors determined that Dr. Muirhead is independent within the
meaning of the Marketplace Rules of the Nasdaq Stock Market, LLC. Dr. Muirhead was also appointed
to serve on the Companys Compensation Committee and Nominating and Corporate Governance Committee.
Dr. Muirhead, age 45, holds an endowed professorship at Dartmouth College, where he teaches
courses on ethics, the history of political thought, and American politics. Prior to Dartmouth,
Muirhead was a faculty member at the University of Texas at Austin, Harvard University, and
Williams College.
Pursuant
to the Companys 2006 Director Option Plan, Dr. Muirhead received an option award for
12,500 shares of common stock, which shall vest in four equal quarterly installments, for his
initial appointment to the Board. Dr. Muirhead will receive the following cash compensation for
his services in fiscal year 2011 as member of the Companys Board of Directors: (i) an annual
retainer of $25,692 for his role on the Board of Directors; (ii) an annual retainer of $934 for
his availability for telephonic meetings of the Board of Directors; and (iii) additional payments
for attending meetings of the Board of Directors, Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee as follows: $1,500 for each in person meeting of the
Board of Directors and $1,000 for each in person meeting of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee.
Item 7.01 Regulation FD Disclosure.
On
January 27, 2011, the Company issued a press release announcing the appointment of Dr.
Murihead as a member of the Board of Directors of the Company. A copy of this press release is
furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit | Description | |
99.1
|
Press release dated January 27, 2011, entitled Acme Packet Expands Board of Directors with Addition of Russell Muirhead |
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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.
Date: January 27, 2011
Acme Packet, Inc. |
||||
By: | /s/ Peter J. Minihane | |||
Name: | Peter J. Minihane | |||
Title: | Chief Financial Officer and Treasurer |
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