Attached files
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EX-3.1 - EX-3.1 - VIAVI SOLUTIONS INC. | d631024dex31.htm |
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 18, 2013 (November 13, 2013)
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
(Registrants 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) |
On November 14, 2013, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination to eliminate the Companys Series B Preferred Stock (the Series B Stock). No shares of Series B Stock were issued and outstanding at the time of filing the Certificate of Elimination. The Certificate of Elimination was effective upon filing.
In addition, on November 14, 2013, the Company filed a Third Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, to reflect the elimination of the Series B Stock along with prior amendments to the Companys Certificate of Incorporation. A copy of the Third Restated Certificate of Incorporation, which was effective upon filing, is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
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 13, 2013. At the Meeting, the stockholders voted on the following three proposals, each of which are described in detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on October 1, 2013:
Proposal 1: To elect two Class I directors to serve until the 2014 Meeting:
Director |
For |
Against |
Abstain |
Broker Non-Votes | ||||
Keith Barnes |
163,189,216 | 3,878,135 | 406,234 | 39,041,256 | ||||
Martin A. Kaplan |
160,845,979 | 6,217,776 | 409,830 | 39,041,256 |
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending June 28, 2014:
For |
Against |
Abstain | ||
198,719,930 |
6,149,484 | 1,647,210 |
Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Companys named executive officers:
For |
Against |
Abstain |
Broker Non-Votes | |||
160,267,416 |
5,860,465 | 1,345,704 | 39,041,256 |
Item 7.01. Regulation FD Disclosure.
On November 13, 2013, the Board terminated the Companys 1996 Non-Qualified Stock Option Plan (the Plan). The Company last granted options under the Plan in 1998, and there were no options outstanding under the Plan at the time it was terminated.
The information in this Item 7.01 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
Description | |
3.1 | Third Restated Certificate of Incorporation |
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 18, 2013