0001193125-13-339666.txt : 20130819 0001193125-13-339666.hdr.sgml : 20130819 20130819164333 ACCESSION NUMBER: 0001193125-13-339666 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130814 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130819 DATE AS OF CHANGE: 20130819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARMONIC INC CENTRAL INDEX KEY: 0000851310 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770201147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25826 FILM NUMBER: 131048695 BUSINESS ADDRESS: STREET 1: 549 BALTIC WAY CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085422500 FORMER COMPANY: FORMER CONFORMED NAME: HARMONIC LIGHTWAVES INC DATE OF NAME CHANGE: 19950404 8-K 1 d585762d8k.htm FORM 8-K Form 8-K

 

 

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: August 14, 2013

(Date of Earliest Event Reported)

 

 

HARMONIC INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-25826   77-0201147

(State or other jurisdiction of

incorporation or organization)

  

Commission

File Number

  

(I.R.S. Employer

Identification No.)

4300 North First Street

San Jose, CA 95134

(408) 542-2500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

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 (see General Instruction A.2. below):

 

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

On August 14, 2013, Article III, Section 3.2 of Harmonic Inc.’s (the “Company”) bylaws (the “Bylaws”) was amended to decrease the number of directors of the Board from eight to seven. Set forth below is the text of the revised Bylaws provision:

3.2 NUMBER OF DIRECTORS

The board of directors shall consist of seven (7) members. The number of directors may be changed by an amendment to this bylaw, duly adopted by the board of directors or by the stockholders, or by a duly adopted amendment to the certificate of incorporation. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

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

The Company held its 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”) at 9:00 a.m. PDT on Wednesday, August 14, 2013, at the Company’s office located at 4300 North First Street, San Jose, CA 95134. As of June 17, 2013, the record date for the 2013 Annual Meeting, there were 101,326,601 shares of common stock issued and outstanding. A quorum of 92,642,951 shares of common stock was present or represented at the 2013 Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the 2013 Annual Meeting were approved. Those matters were as follows:

 

  1. Stockholders elected seven (7) directors to serve until the earlier of the 2014 Annual Meeting of Stockholders or until their successors are elected and duly qualified.

 

NAME

    FOR      WITHHELD      BROKER NO VOTE  

Patrick J. Harshman

      74,162,222         1,933,350         16,547,379   

Patrick Gallagher

      73,431,870         2,663,702         16,547,379   

Harold Covert

      74,385,189         1,710,383         16,547,379   

E. Floyd Kvamme

      72,721,509         3,374,063         16,547,379   

Mitzi Reaugh

      73,243,428         2,852,144         16,547,379   

William F. Reddersen

      72,824,773         3,270,799         16,547,379   

Susan G. Swenson

      74,472,354         1,623,218         16,547,379   

 

  2. Stockholders approved, on an advisory basis, the compensation of the named executive officers.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NO VOTE

71,817,046   3,794,633   483,893   16,547,379

 

  3. Stockholders approved an amendment to the Company’s 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares.

 

FOR

  

AGAINST

  

ABSTAIN

  

BROKER NO VOTE

72,546,610   2,801,476   747,486   16,547,379

 

  4. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013.

 

FOR

  

AGAINST

  

ABSTAIN

90,439,765   2,066,013   137,173

 

2

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.

HARMONIC INC.

 

Date:   August 19, 2013
By:  

/s/ Carolyn V. Aver

  Carolyn V. Aver
  Chief Financial Officer

 

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