UNITED STATES
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
Date of Report (Date of earliest event reported): November 29, 2012
ARUBA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33347 | 02-0579097 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1344 Crossman Ave.
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(408) 227-4500
(Registrant’s telephone number, including area code)
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 (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 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of Aruba Networks, Inc. (“Aruba” or the “Company”) held on November 29, 2012 (the “Annual Meeting”), proxies representing 105,560,153 shares of Common Stock or approximately 93.0% of the total outstanding shares of Aruba were present and voted on the three proposals presented at the Annual Meeting as follows:
Proposal One – Election of Directors
The table below presents the voting results of the election of eight directors to Aruba’s Board of Directors by the Company’s stockholders:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Dominic P. Orr |
44,564,199 | 47,233,741 | 13,762,213 | |||||||||
| Keerti Melkote |
89,081,223 | 2,716,717 | 13,762,213 | |||||||||
| Bernard Guidon |
45,285,484 | 46,512,456 | 13,762,213 | |||||||||
| Emmanuel Hernandez |
90,544,540 | 1,253,400 | 13,762,213 | |||||||||
| Michael R. Kourey |
90,544,165 | 1,253,775 | 13,762,213 | |||||||||
| Willem P. Roelandts |
88,097,913 | 3,700,027 | 13,762,213 | |||||||||
| Jurgen Rottler |
90,543,465 | 1,254,475 | 13,762,213 | |||||||||
| Daniel Warmenhoven |
87,588,744 | 4,209,196 | 13,762,213 | |||||||||
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2013 by the following votes:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 103,944,622 |
1,599,627 | 15,904 | — | |||||||||
Proposal Three – Non-Binding Advisory Vote on Executive Compensation
The Company’s stockholders cast their votes with respect to the non-binding advisory vote on executive compensation as follows:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 61,560,158 |
30,192,810 | 44,972 | 13,762,213 | |||||||||
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.
| ARUBA NETWORKS, INC. | ||||||
| Date: November 30, 2012 |
By: | /s/ Damien Eastwood | ||||
| Damien Eastwood | ||||||
| Vice President, General Counsel and Secretary | ||||||