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): December 16, 2014

 

 

UBIQUITI NETWORKS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-35300   32-0097377
(Commission File Number)   (IRS Employer Identification No.)

2580 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 942-3085

(Registrant’s telephone number, including area code)

N/A

(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.

On December 16, 2014, Ubiquiti Networks, Inc. (“Ubiquiti” or the “Company”) held its Annual Meeting of Stockholders for its fiscal year ended June 30, 2014 (the “Annual Meeting”). At the Annual Meeting, there were represented, either in person or by proxy, 84,156,569 shares of the Company’s common stock (“Common Stock”) out of a total of 88,354,059 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, or approximately 95.25% of the shares outstanding and entitled to vote. The stockholders voted on the following three proposals and cast their votes as described below.

Proposal 1: To elect two Class III directors to serve until the third annual meeting of our stockholders following their election or until their respective successor is duly elected and qualified. This proposal was approved.

 

     For      Withhold      Broker
Non-Votes
 

Robert Pera

     72,947,242         828,069         10,381,258   

Craig L. Foster

     70,706,522         3,068,789         10,381,258   

Proposal 2: To approve the Company’s named executive officer compensation, on an advisory and nonbinding basis. This proposal was approved.

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

73,292,271

   195,901    287,139    10,381,258

Proposal 3: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending June 30, 2015. This proposal was approved.

 

For

  

Against

  

Abstain

84,018,308

   39,358    98,903

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 18, 2014     Ubiquiti Networks, Inc.
    By:  

/s/ Craig L. Foster

    Name:   Craig L. Foster
    Title:   Chief Financial Officer

 

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