UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of report (Date of earliest event reported): November 20, 2011 (November 14, 2012)
JDS UNIPHASE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 000-22874 | 94-2579683 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 430 North McCarthy Boulevard, Milpitas, CA | 95035 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(408) 546-5000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Reporting)
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 “Meeting”) of JDS Uniphase Corporation (the “Company”) was held on November 14, 2012. At the Meeting, the stockholders voted on the following five proposals, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 2, 2012:
Proposal 1: To elect two Class II directors to serve until the 2015 Meeting:
| Director |
For | Against | Abstain | Broker Non-Votes | ||||
| Richard Belluzzo |
145,874,290 | 13,953,996 | 375,664 | 45,440,383 | ||||
| Harold Covert |
145,625,940 | 14,189,467 | 388,543 | 45,440,383 |
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 29, 2013:
| For |
Against | Abstain | ||
| 203,378,168 |
1,225,758 | 1,044,069 |
Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| For |
Against | Abstain | Broker Non-Votes | |||
| 119,219,869 |
39,231,695 | 1,752,386 | 45,440,383 |
Proposal 4: To approve an amendment to the Company’s Certificate of Incorporation to eliminate the classified structure of the board of directors:
| For |
Against | Abstain | Broker Non-Votes | |||
| 159,164,125 |
755,360 | 284,465 | 45,440,383 |
Proposal 5: To approve amendments to the Company’s Amended and Restated 2003 Equity Incentive Plan:
| For |
Against | Abstain | Broker Non-Votes | |||
| 136,617,835 |
23,204,617 | 381,498 | 45,440,383 |
Item 7.01. Regulation FD Disclosure.
On November 14, 2012, the Board of Directors of the Company (the “Board”) appointed Richard Belluzzo to serve as the Chairperson of the Board and appointed Martin Kaplan to serve as Chairperson of the Governance Committee, in each case effective November 15, 2012.
2
The information in this Item 7.01, including information incorporated herein by reference, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
3
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.
| JDS Uniphase Corporation | ||
| By: | /s/ Andrew Pollack | |
| Andrew Pollack Senior Vice President, General Counsel and Secretary | ||
November 20, 2012
4