UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2017 (May 10, 2017)
ARRIS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
| England and Wales | 001-37672 | 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. ☐
Explanatory Note
This Amendment No. 1 is being filed to update the disclosures made in the Current Report on Form 8-K filed by ARRIS International plc (the “Company”) on May 15, 2017 (the “Original 8-K”) solely with respect to the Board of Director’s determination on the frequency of future non-binding advisory votes to approve executive compensation (“say-on-pay votes”). Except for the foregoing, this Amendment No. 1 does not modify or update any other disclosure contained in the Original 8-K, and this Amendment No. 1 should be read in conjunction with the Original 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously reported, at the 2017 Annual General Meeting of Shareholders of the Company held on May 10, 2017 (the “Annual Meeting”), a non-binding, advisory vote was taken on the frequency of future say-on-pay votes. At the Annual Meeting, consistent with the recommendation of the Board of Directors, the Company’s shareholders cast the greatest number of votes in favor of holding future advisory say-on-pay votes on an annual basis. In light of this advisory vote and in accordance with the Board’s previous recommendation, the Board of Directors has determined that the Company will continue to hold future advisory votes on executive compensation on an annual basis until the next required advisory vote on this matter is presented to shareholders.
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: August 18, 2017