Document


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
June 13, 2017
 
Date of Report (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 Number)
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))

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 Company held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) at 9:00 a.m. Pacific Time on Tuesday, June 13, 2017. The Annual Meeting was a virtual meeting held over the Internet at www.virtualshareholdermeeting.com/HLIT. As of April 17, 2017, the record date for the 2017 Annual Meeting, there were 80,516,184 shares of common stock issued and outstanding. A quorum of 74,871,574 shares of common stock was present or represented at the 2017 Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the 2017 Annual Meeting were approved. Those matters were as follows:

1.
Stockholders elected seven (7) directors to serve until the earlier of the 2018 Annual Meeting of Stockholders or until their successors are elected and duly qualified.
 
 
 
 
 
 
 
 
 
 
 
 
NAME
  
FOR
 
  
WITHHELD
 
  
  BROKER NON-VOTE
Patrick J. Harshman
  
52,941,351
 
 
7,614,344
 
 
14,315,879
Patrick Gallagher
  
52,944,793
 
 
7,610,902
 
 
14,315,879
E. Floyd Kvamme
  
52,280,843
 
 
8,274,852
 
 
14,315,879
Mitzi Reaugh
  
52,950,363
 
 
7,605,332
 
 
14,315,879
William F. Reddersen
  
52,696,439
 
 
7,859,256
 
 
14,315,879
Susan G. Swenson
  
48,623,106
 
 
11,932,589
 
 
14,315,879
Nikos Theodosopoulos
  
52,945,048
 
 
7,610,647
 
 
14,315,879

2.
Stockholders approved, on an advisory basis, the compensation of the named executive officers.
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
59,136,040
 
1,360,570
 
59,085
 
14,315,879

3.
Stockholders approved, on an advisory basis, the frequency of future advisory votes on Harmonic’s named executive officer compensation.
 
 
 
 
 
 
 
 
 
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
 
BROKER NON-VOTE
54,038,626
 
95,824
 
6,378,720
 
42,525
 
14,315,879

4.
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 1,500,000 shares.
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
59,661,138
 
848,096
 
46,461
 
14,315,879

5.
Stockholders approved an amendment to the Company’s 1995 Stock Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares and (ii) extend the term of the 1995 Stock Plan to March 1, 2025.
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
57,475,819
 
2,994,339
 
85,537
 
14,315,879





6.
Stockholders approved an amendment to the Company’s 2002 Director Stock Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 400,000 shares and (ii) extend the term of the 2002 Director Stock Plan to March 1, 2025.
 
 
 
 
 
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
57,578,799
 
2,925,104
 
51,792
 
14,315,879

7.
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017.
 
 
 
 
 
                         FOR
 
AGAINST
 
ABSTAIN
73,114,711
 
1,479,293
 
277,570




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.
 
 
 
 
 
 
 
 
Date: June 14, 2017
 
 
 
HARMONIC INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Timothy C. Chu
 
 
 
 
 
 
Timothy C. Chu
 
 
 
 
 
 
General Counsel, SVP HR
 
 
 
 
 
 
and Corporate Secretary