Attached files
file | filename |
---|---|
EX-10.1 - EX-10.1 - ACME PACKET INC | b86411exv10w1.htm |
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): May 5, 2011
ACME PACKET, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-33041 (Commission File Number) |
04-3526641 (I.R.S. Employer Identification No.) |
100 Crosby Drive
Bedford, Massachusetts 01730
(Address of principal executive offices) (Zip Code)
Bedford, Massachusetts 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)) |
Item 1.01 | Entry into a Material Definitive Agreement |
On May 5, 2011, the stockholders of Acme Packet, Inc. (the Company) approved the
Companys 2011 Employee Stock Purchase Plan (the ESPP). The ESPP is intended to
qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the Code). The ESPP is not subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended.
A total of 2,500,000 shares of the Companys Common Stock, par value $0.001 per share (the
Common Stock), are reserved for issuance under the ESPP, subject to increase or decrease
in the event of certain capital changes affecting the Companys stock. Pursuant to the ESPP,
eligible employees may have up to 15% of eligible compensation deducted from their pay to purchase
Common Stock until the ESPP is terminated pursuant to Section 15 of the ESPP. The per
share purchase price is an amount equal to 85% of the lower of (a) the fair market value of a share
of Common Stock on the Plan Period Commencement Date, as defined in the ESPP, or (b) the fair
market value of a share of Common Stock on the Plan Period Termination Date, as defined in the
ESPP. The fair market value of the Common Stock on a given date means the value of a share of
Common Stock on that date determined by such methods or procedures as may be established by the
Compensation Committee of the Board of Directors of the Company.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
Acme Packet, Inc. (the Company) held its 2011 Annual Meeting of Stockholders on May
5, 2011.
Gary J. Bowen and Robert C. Hower were elected to the Board of Directors, each for a
three-year term expiring at the 2014 Annual Meeting of Stockholders or until their respective
successors have been elected. The stockholders also approved the advisory resolution on the
Companys 2010 executive compensation, approved a resolution that the preferred frequency of an
advisory vote on the executive compensation of the Companys named executive officers as set forth
in the Companys proxy statement should be every one year, approved the adoption of the Companys
2011 Employee Stock Purchase Plan, and ratified the selection of Ernst & Young LLP as the Companys
independent registered public accounting firm for the year ending December 31, 2011.
The final voting results on these matters were as follows:
Proposal No. 1: The election of two nominees as Class II Directors to the Board of
Directors.
Nominee |
For | Withheld | Non-Votes | ||||||||||||||||||||||||||
Gary J. Bowen |
53,805,068 | 1,715,536 | 6,154,683 | ||||||||||||||||||||||||||
Robert C. Hower |
53,808,928 | 1,711,676 | 6,154,683 | ||||||||||||||||||||||||||
Proposal No. 2: The approval of an advisory proposal regarding the Companys 2010 executive compensation. | |||||||||||||||||||||||||||||
For |
Against | Abstain | Non-Votes | ||||||||||||||||||||||||||
54,336,057 |
1,104,532 | 80,015 | 6,154,683 | ||||||||||||||||||||||||||
Proposal No. 3: The approval of an advisory proposal regarding the frequency of the Companys advisory proposal on its executive compensation. | |||||||||||||||||||||||||||||
1 Year |
2 Years | 3 Years | Abstain | Non-Votes | |||||||||||||||||||||||||
50,156,551
|
25,168 | 5,267,087 | 71,798 | 6,154,683 |
Proposal No. 4: The approval and adoption of the Companys 2011 Employee Stock
Purchase Plan.
For | Against | Abstain | Non-Votes | |||||
54,891,535 | 318,819 | 310,250 | 6,154,683 |
Proposal No. 5: The ratification of the selection of Ernst & Young LLP as the
Companys independent registered public accounting firm for the year ending December 31, 2011.
For | Against | Abstain | ||||||
61,442,291 | 223,176 | 9,820 |
9.01 | Financial Statements and Exhibits |
Exhibit | Description | |||
10.1 | Acme Packet, Inc. 2011 Employee Stock Purchase Plan |
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:
May 11, 2011
Acme Packet, Inc. |
||||
By: | /s/ Peter J. Minihane | |||
Name: | Peter J. Minihane | |||
Title: | Chief Financial Officer and Treasurer | |||
EXHIBIT INDEX
Exhibit | Description | |||
10.1 | Acme Packet, Inc. 2011 Employee Stock Purchase Plan |