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EX-99.1 - EX-99.1 - MITEL NETWORKS CORPd385333dex991.htm
EX-10.1 - EX-10.1 - MITEL NETWORKS CORPd385333dex101.htm

 

 

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 15, 2017

 

 

MITEL NETWORKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Canada   001-34699   98-0621254

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

350 Legget Drive

Ottawa, Ontario K2K 2W7

(Address of Principal Executive Offices) (Zip Code)

(613) 592-2122

(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:

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

On May 15, 2017, Mitel Network Corporation (the “Corporation”) held its annual meeting of shareholders (the “Meeting”). At the Meeting, the Corporation’s shareholders voted, among other things, to approve the Corporation’s 2017 Omnibus Incentive Plan (the “Plan”).

The description of the material terms of the Plan included in the Corporation’s definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) on April 21, 2017 for the Meeting, as supplemented by the definitive additional materials filed with the Commission on May 4, 2017 (collectively, the “Proxy Statement”), is incorporated by reference in this Form 8-K. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan which is filed as Exhibit 10.1 hereto and is also incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)

As previously disclosed in a Current Report on Form 8-K filed on December 22, 2017, on December 16, 2016, the Board of Directors of the Corporation approved and adopted an amendment to By-law No. 1A of the Corporation (the “By-laws”), effective as of December 22, 2017, to increase the number of shares necessary to constitute a quorum at any meeting of the Corporation’s shareholders from 25% to 33 1/3%. The By-laws were amended in order to comply with corporate governance requirements of the Nasdaq Stock Exchange (“NASDAQ”) that applied to the Corporation commencing on January 1, 2017, as the Corporation was no longer eligible to rely upon NASDAQ foreign private issuer corporate governance exemptions thereafter.

At the Meeting, the Corporation’s shareholders voted, among other things, to confirm the amendment to the By-Laws. A copy of the By-Laws as amended is filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed on December 22, 2017 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As of the March 21, 2017 record date for the determination of the shareholders entitled to notice of and to vote at the Meeting, 122,788,211 of the Corporation’s common shares were outstanding and eligible to vote. A total of 98,574,440 shares were voted in person or by proxy at the Meeting. The results of the matters voted on by shareholders at the Meeting are set forth below. Unless otherwise indicated, the vote for each motion was taken by a show of hands and the number of votes disclosed reflects only those proxies received by management in advance of the Meeting.

Annual Resolution No. 1:

Number of Directors. The number of directors was set at eight.

 

Number of Common Shares

 

Percentage of Votes Cast

Voted For

 

Voted Against

 

Abstained from Voting

 

Broker Non-Votes

 

Voted For

 

Voted Against

 

Abstained from Voting

97,563,080   836,618   145,471   0   99%   0.85%   0.15%

Election of Directors – Elected. Each of the directors listed as nominees in the Proxy Statement were elected directors of the Corporation until the next annual meeting.

 

     Number of Common Shares      Percentage of Votes Cast  
     Voted
For1
     Withheld
from Voting
     Broker
Non-Votes
     Voted
For
    Withheld
from Voting
 

Dr. Terence H. Matthews

     78,346,956        9,248,866        10,949,347        89.44     10.56

Richard D. McBee

     86,275,146        1,320,676        10,949,347        98.49     1.51

Benjamin H. Ball

     81,814,247        5,781,575        10,949,347        93.40     6.60

Peter D. Charbonneau

     82,912,202        4,683,620        10,949,347        94.65     5.35

John P. McHugh

     85,354,364        2,241,458        10,949,347        97.44     2.56

Sudhakar Ramakrishna

     87,213,888        381,934        10,949,347        99.56     0.44

David M. Williams

     85,398,241        2,197,581        10,949,347        97.49     2.51

Martha H. Bejar

     87,253,373        342,449        10,949,347        99.61     0.39

 

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Annual Resolution No. 2: Appointment of Auditors – Passed. Deloitte LLP was appointed auditor of the Corporation.

 

Number of Common Shares

 

Percentage of Votes Cast

Voted For

 

Withheld from Voting

 

Broker Non-Votes

 

Voted For

 

Withheld from Voting

93,664,095   4,881,072   2   95.05%   4.95%

Annual Resolution No. 3: Advisory Vote for Executive Compensation – Passed. An advisory (non-binding) resolution to approve executive compensation was passed.

 

Number of Common Shares

 

Percentage of Votes Cast

Voted For

 

Voted Against

 

Abstained from Voting

 

Broker Non-Votes

 

Voted For

 

Voted Against

 

Abstained from Voting

61,940,067   25,537,076   118,679   10,949,347   70.71%   29.15%   0.14%

Resolution No. 4: Advisory Vote on Frequency of “Say-on-Pay” Votes – 1 Year. Shareholders determined that the preferred frequency of an advisory vote on the executive compensation of the Corporation’s NEOs as set forth in the Proxy Statement will be every one year.

 

Number of Common Shares

 

Percentage of Votes Cast

Voted For
1 Year

 

Voted For
2 Years

 

Voted For
3 Years

 

Abstained
from Voting

 

Broker
Non-Votes

 

Voted For
1 Year

 

Voted For
2 Years

 

Voted For
3 Years

 

Abstained
from Voting

85,509,445   30,235   1,946,826   109,316   10,949,347   97.62%   0.03%   2.22%   0.12%

Ordinary Resolution No. 1: 2017 Omnibus Incentive Plan – Passed. A resolution to approve the Plan, as more particularly described in the Proxy Statement, was passed by a ballot vote. The number of votes disclosed reflects those proxies received by management in advance of the Meeting and votes cast by ballot at the meeting.

 

Number of Common Shares

 

Percentage of Votes Cast

Voted For

 

Voted Against

 

Abstained from Voting

 

Broker Non-Votes

 

Voted For

 

Voted Against

 

Abstained from Voting

75,590,498   11,990,290   44,305   10,949,347   86.27%   13.68%   0.05%

By-Law Ratification Resolution – Passed. A resolution to confirm the amendment to the By-Laws of the Corporation, as approved and adopted by the Board on December 16, 2016, to increase the quorum requirement of any meeting of the Corporation’s shareholders from 25% to 33 1/3%, was passed.

 

Number of Common Shares

 

Percentage of Votes Cast

Voted For

 

Voted Against

 

Abstained from Voting

 

Broker Non-Votes

 

Voted For

 

Voted Against

 

Abstained from Voting

83,195,360   4,293,352   107,110   10,949,347   94.98%   4.90%   0.12%

 

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Item 7.01. Regulation FD Disclosure.

A copy of our press release dated May 17, 2017 relating to the Meeting is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1    By-laws of the Corporation, as amended and restated on December 16, 2016 (incorporated by reference to the Corporation’s Current Report on Form 8-K filed on December 22, 2017 (File No. 001-34699)
10.1    2017 Omnibus Incentive Plan
99.1    Report of Voting Results related to the Corporation’s Annual Meeting of Shareholders held on May 15, 2017

 

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SIGNATURE

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.

Date: May 17, 2017

 

MITEL NETWORKS CORPORATION
By:   /s/ Greg Hiscock
 

 

Name:   Greg Hiscock
Title:   General Counsel & Corporate Secretary

 

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