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): May 10, 2017
ARRIS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
| England and Wales | 001-37632 | 98-1241619 | ||
| (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
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The following resolutions were voted on at the ARRIS Annual General Meeting of Shareholders held on May 10, 2017:
| 1. | Election of directors to serve until the 2018 Annual General Meeting of Shareholders (each by separate resolution). Each of the nominees listed below was elected. |
| Nominee |
Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||||||
| a. Andrew Barron |
154,433,241 | 922,960 | 112,442 | 14,717,954 | ||||||||||||
| b. Alex B. Best |
153,889,902 | 1,468,064 | 110,677 | 14,717,954 | ||||||||||||
| c. J. Timothy Bryan |
154,896,133 | 460,166 | 112,344 | 14,717,954 | ||||||||||||
| d. James A. Chiddix |
154,869,758 | 486,233 | 112,652 | 14,717,954 | ||||||||||||
| e. Andrew T. Heller |
154,885,830 | 468,969 | 113,844 | 14,717,954 | ||||||||||||
| f. Dr. Jeong H. Kim |
154,858,592 | 499,077 | 110,974 | 14,717,954 | ||||||||||||
| g. Bruce McClelland |
154,887,459 | 479,011 | 102,173 | 14,717,954 | ||||||||||||
| h. Robert J. Stanzione |
154,075,716 | 1,290,705 | 102,222 | 14,717,954 | ||||||||||||
| i. Doreen A. Toben |
154,858,843 | 489,682 | 120,118 | 14,717,954 | ||||||||||||
| j. Debora J. Wilson |
154,840,275 | 518,857 | 109,511 | 14,717,954 | ||||||||||||
| k. David A. Woodle |
154,679,951 | 677,446 | 111,246 | 14,717,954 | ||||||||||||
| 2. | To cast a non-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended December 31, 2016 (in accordance with legal requirements applicable to U.K. companies). The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 155,248,947 | 58,109 | 161,587 | 14,717,954 |
| 3. | To ratify the Audit Committee’s re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017. The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 168,755,265 | 1,291,561 | 139,771 | N.A. |
| 4. | To re-appoint Ernst & Young LLP as our U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the meeting until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company). The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 168,738,022 | 1,286,215 | 162,360 | N.A. |
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| 5. | To authorize the Audit Committee to determine our U.K. statutory auditors’ remuneration. The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 169,523,111 | 323,511 | 339,975 | N.A. |
| 6. | To cast a non-binding advisory vote to approve executive compensation (“Say on Pay”) as disclosed in this proxy statement. The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 147,624,384 | 7,731,815 | 112,444 | 14,717,954 |
| 7. | To cast a non-binding advisory vote on the frequency of future advisory votes to approve executive compensation. |
| One Year | Two Years | Three Years | Abstained | Broker Non-Votes | ||||
| 141,132,757 | 101,012 | 14,105,036 | 129,838 | 14,717,954 |
| 8. | To cast a binding vote to approve the Directors’ Remuneration Policy. The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 163,370,410 | 6,375,060 | 441,127 | N.A. |
| 9. | To cast a non-binding advisory vote to approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) for the year ended December 31, 2016. The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 147,683,471 | 7,597,636 | 187,536 | 14,717,954 |
| 10. | To approve an amendment to the ARRIS International plc Amended and Restated Employee Stock Purchase Plan (the “ESPP”) to increase the number of ordinary shares reserved for purchase under the ESPP from 6,800,000 shares to 10,800,000 shares, an increase of 4,000,000 shares. The resolution was approved. |
| Votes For | Votes Against | Abstained | Broker Non-Votes | |||
| 154,309,818 | 1,047,598 | 111,227 | 14,717,954 |
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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 INTERNATIONAL PLC | ||
| By: |
/s/ Patrick W. Macken | |
| Patrick W. Macken | ||
| Senior Vice President, General Counsel, and Secretary | ||
Date: May 15, 2017
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