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): June 5, 2013
ARRIS Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-31254 | 58-2588724 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3871 Lakefield Drive, Suwanee, Georgia | 30024 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 678-473-2000
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 Company’s annual meeting of stockholders was held on June 5, 2013. The following matters were voted upon:
| 1. | An election of nine directors was held, and the shares so present were voted as follows for the election of each of the following: |
| Votes For | Votes Withheld | |||||||
| Alex B. Best |
122,351,145 | 295,047 | ||||||
| Harry L. Bosco |
122,093,054 | 553,138 | ||||||
| James A. Chiddix |
122,320,159 | 326,033 | ||||||
| John Anderson Craig |
122,085,689 | 560,503 | ||||||
| Andrew T. Heller |
122,359,628 | 286,564 | ||||||
| Matthew B. Kearney |
122,382,669 | 263,523 | ||||||
| Robert J. Stanzione |
120,895,174 | 1,751,018 | ||||||
| Debora J. Wilson |
122,411,476 | 234,716 | ||||||
| David A. Woodle |
122,381,287 | 264,905 | ||||||
In addition to the votes reported above, there were 7,689,011 broker non-votes for this proposal.
| 2. | A proposal was made to approve the amendment of the 2011 Stock Incentive Plan, and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
| Approval of 2011 Stock Incentive Plan, as amended |
110,092,046 | 12,403,845 | 150,300 | |||||||||
In addition to the votes reported above, there were 7,689,012 broker non-votes for this proposal.
| 3. | A proposal was made to approve the amendment of the Employees Stock Purchase Plan (“ESPP”), and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
| Approval of the Employee Stock Purchase Plan, as amended |
121,265,639 | 1,246,631 | 133,921 | |||||||||
In addition to the votes reported above, there were 7,689,012 broker non-votes for this proposal.
| 4. | A proposal was made to approve the Company’s Management Incentive Plan, and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
| Approval of the Company’s Management Incentive Plan |
120,183,499 | 2,288,300 | 174,392 | |||||||||
In addition to the votes reported above, there were 7,689,012 broker non-votes for this proposal.
| 5. | A proposal was made to approve, on an advisory basis, the compensation of the named executive officers, and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
| Approval of the executive compensation |
119,864,306 | 2,599,208 | 182,678 | |||||||||
In addition to the votes reported above, there were 7,689,011 broker non-votes for this proposal.
| 6. | A proposal was made to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for ARRIS Group, Inc. for 2013, and the shares so present were voted as follows: |
| Votes For | Votes Against | Votes Abstain | ||||||||||
| Approval of the appointment of Ernst & Young LLP |
128,766,245 | 1,410,982 | 157,975 | |||||||||
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.
| ARRIS Group, Inc. | ||
| By: | /s/ Lawrence A. Margolis | |
| Lawrence A. Margolis | ||
| Executive Vice President, Administration and Legal & Secretary | ||
Date: June 11, 2013