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 3, 2018

___________________


ARRIS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

___________________



England and Wales (State or Other Jurisdiction of Incorporation)



001-37672(Commission File Number)

98-1241619(I.R.S. Employer Identification No.)

3871 Lakefield Drive

Suwanee, Georgia

(Address of Principal Executive Offices)


30024

(Zip Code)


 


Registrants 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 as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 3, 2018:


1.

Election of directors to serve until the 2019 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 M. Barron

157,776,022

398,923

145,997

   10,498,906

b.  J. Timothy Bryan

158,000,289

175,193

145,460

10,498,906

c.  James A. Chiddix

158,013,541

180,695

126,706

10,498,906

d.  Andrew T. Heller

156,031,605

2,164,563

124,774

10,498,906

e.  Dr. Jeong H. Kim

156,037,109

2,158,088

125,745

10,498,906

f.  Bruce McClelland

158,055,871

128,620

136,451

10,498,906

g.  Robert J. Stanzione

157,175,909

1,029,630

115,403

10,498,906

h.  Doreen A. Toben

157,995,744

181,908

143,290

10,498,906

i.  Debora J. Wilson

156,020,114

2,177,007

123,821

10,498,906

j.  David A. Woodle

156,678,861

1,497,927

144,154

10,498,906

    

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, 2017 (in accordance with legal requirements applicable to U.K. companies).  The resolution was approved.


Votes For


Votes Against


Abstained


Broker Non-Votes

166,822,566

95,714

1,901,568

N.A


3.

To ratify the Audit Committees re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018. The resolution was approved.



Votes For


Votes Against


Abstained


Broker Non-Votes

166,886,448

1,649,872

283,528

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

166,872,677

1,650,181

296,990

N.A.









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

168,216,506

343,689

259,653

N.A.


6.

To cast a non-binding advisory vote to approve executive compensation (Say on Pay) as disclosed in the proxy statement. The resolution was approved.


Votes For


Votes Against


Abstained


Broker Non-Votes

151,421,613

6,778,233

121,096

10,498,906


7.

To cast a non-binding advisory vote to approve the Directors Remuneration Report for the year ended December 31, 2017. The resolution was approved.



Votes For


Votes Against


Abstained


Broker Non-Votes

152,127,611

6,071,343

121,988

10,498,906




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 4, 2018