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 27, 2011
CALIX, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-34674 | 68-0438710 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
| 1035 N. McDowell Boulevard, Petaluma, California | 94954 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (707) 766-3000
Not Applicable
(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 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of Calix, Inc. (the “Company”) was held on May 25, 2011. At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:
| Proposal 1: | To elect two directors to hold office until the 2014 annual meeting of stockholders or until their successors are elected: |
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| Michael Matthews |
31,696,493 | 35,389 | 7,576,762 | |||||||||
| Thomas Pardun |
31,239,363 | 492,519 | 7,576,762 | |||||||||
| Proposal 2: | To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“Say-on-Pay”): |
| For | Against | Abstained | Not-Voted | |||
| 31,599,070 | 122,812 | 10,000 | 13,534,841 |
| Proposal 3: | To approve on a non-binding, advisory basis whether a Say-on-Pay vote should occur every one year, every two years or every three years: |
| One Year | Two Years | Three Years | Abstained | Not-Voted | ||||
| 31,245,104 | 4,103 | 472,973 | 9,702 | 13,534,841 |
| Proposal 4: | To ratify the selection, by the audit committee of the Company’s Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011: |
| For | Against | Abstained | Not-Voted | |||
| 39,170,036 | 48,058 | 90,550 | 5,958,079 |
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 27, 2011 | CALIX, INC. | |||||
| By: | /s/ Michael Ashby | |||||
| Michael Ashby | ||||||