UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
FOR THE MONTH OF JUNE, 2014
COMMISSION FILE NUMBER: 001-34491
DRAGONWAVE INC.
(Translation of registrants name into English)
411 Legget Drive, Suite 600
Ottawa, Ontario, K2K 3C9
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: o Form 20-F x Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes x No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
The following exhibits are issued by DragonWave Inc.
Exhibit Number |
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Description |
99.1 |
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Report of Voting Results for Annual General and Special Meeting of Shareholders, dated June 20, 2014 |
99.2 |
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Press Release dated June 20, 2014 DragonWave Announces Election of Directors |
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, thereunto duly authorized.
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DRAGONWAVE INC. | |
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By: |
/s/ Russell Frederick |
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Name: |
Russell Frederick |
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Title: |
Chief Financial Officer |
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Date: June 20, 2014 |
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Exhibit 99.1
DRAGONWAVE INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
OTTAWA, ONTARIO, CANADA
FRIDAY, JUNE 20, 2014
REPORT OF VOTING RESULTS
In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following sets out the matters voted on at the annual general and special meeting of shareholders (the Meeting) of DragonWave Inc. (the Corporation) held on Friday, June 20, 2014. Each of the matters set out below are described in greater detail in the Notice of Annual General and Special Meeting of Shareholders and Management Proxy Circular of the Corporation dated May 23, 2014. According to the scrutineers report, 83 shareholders were present at the Meeting, in person or by proxy, representing 37,798,396 common shares or 64.93% of the 58,213,559 shares outstanding on the May 9, 2014 record date for the Meeting.
1. Election of Directors
At the Meeting, management of the Corporation presented to the shareholders its nominees for directors. According to the proxies received and vote by show of hands, all of managements nominees were elected as directors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.
The proxies submitted for the Meeting on this matter were as follows:
|
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Votes For |
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Votes Withheld |
| ||||
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|
|
|
Percentage of |
|
|
|
Percentage of |
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Name of Nominee |
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Number of Votes |
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Votes |
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Number of Votes |
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Votes |
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Peter Allen |
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14,088,520 |
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97.85 |
% |
309,576 |
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2.15 |
% |
Cesar Cesaratto |
|
14,094,883 |
|
97.89 |
% |
303,213 |
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2.11 |
% |
Claude Haw |
|
14,109,401 |
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97.99 |
% |
288,695 |
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2.01 |
% |
Lori ONeill |
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14,079,401 |
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97.79 |
% |
318,695 |
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2.21 |
% |
Robert Pons |
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14,110,593 |
|
98.00 |
% |
287,503 |
|
2.00 |
% |
2. Appointment of Auditors
At the Meeting, shareholders were asked to approve the appointment of Ernst & Young LLP, as auditors of the Corporation until the close of the next annual meeting of shareholders or until a successor is appointed, at remuneration to be fixed by the board of directors. According to the proxies received and vote by show of hands, the resolution was approved.
The proxies submitted for the Meeting on this matter were as follows:
Votes For |
|
Votes Withheld |
| ||||
Number of Votes |
|
Percentage of Votes |
|
Number of Votes |
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Percentage of Votes |
|
37,476,327 |
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99.29 |
% |
268,354 |
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0.71 |
% |
3. Approval of a new Share Based Compensation Plan to replace the current Sixth Amended and Restated Key Employee Stock Option Plan
At the Meeting, shareholders were asked to approve a new Share Based Compensation Plan to replace the current Sixth Amended and Restated Key Employee Stock Option Plan. A ballot was conducted with respect to the resolution approving the Share Based Compensation Plan. According to the ballots cast, the resolution was approved with the following results:
Votes For |
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Votes Against |
| ||||
Number of Votes Cast |
|
Percentage of Votes |
|
Number of Votes Cast |
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Percentage of Votes |
|
12,885,828 |
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89.16 |
% |
1,565,983 |
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10.84 |
% |
Exhibit 99.2
FOR IMMEDIATE RELEASE
DragonWave Announces Election of Directors
Ottawa, Canada, June 20, 2014 - DragonWave Inc. (TSX: DWI; NASDAQ: DRWI), a leading global supplier of packet microwave radio systems for mobile and access networks, announced today that all of managements nominees listed in the management proxy circular of DragonWave dated May 23, 2014 were elected as directors of DragonWave to hold office until the next annual meeting of shareholders of DragonWave or until their successors are elected or appointed.
The detailed results of the vote for the election of directors held at DragonWaves Annual General and Special Meeting of Shareholders on June 20, 2014 are set out below.
|
|
Votes For |
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Votes Withheld |
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Name of |
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Number of Votes |
|
Percentage of |
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Number of |
|
Percentage of |
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Peter Allen |
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14,088,520 |
|
97.85 |
% |
309,576 |
|
2.15 |
% |
Cesar Cesaratto |
|
14,094,883 |
|
97.89 |
% |
303,213 |
|
2.11 |
% |
Claude Haw |
|
14,109,401 |
|
97.99 |
% |
288,695 |
|
2.01 |
% |
Lori ONeill |
|
14,079,401 |
|
97.79 |
% |
318,695 |
|
2.21 |
% |
Robert Pons |
|
14,110,593 |
|
98.00 |
% |
287,503 |
|
2.00 |
% |
Final voting results on all matters voted at the Annual General and Special Meeting have been filed with Canadian securities regulators.
About DragonWave
DragonWave® is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWaves carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWaves products is wireless network backhaul. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWaves corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit http://www.dragonwaveinc.com.
DragonWave®, Horizon® and Avenue® are registered trademarks of DragonWave Inc.
Media Contact: |
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Media Contact: |
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Investor Contact: |
Nadine Kittle Marketing Communications DragonWave Inc. nkittle@dragonwaveinc.com Tel: 613-599-9991 ext. 2262 |
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Becky Obbema Interprose Public Relations (for DragonWave) Becky.Obbema@interprosepr.com Tel: (408) 778-2024 |
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John Lawlor Investor Relations DragonWave Inc. jlawlor@dragonwaveinc.com Tel: 613-599-9991 ext. 2424 |