UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
April 14, 2010
Ciena Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-21969
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23-2725311
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(Commission File Number)
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(IRS Employer Identification No.)
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1201 Winterson Road, Linthicum, MD
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21090
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM 5.02 —
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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(e) On February 15, 2010, upon the recommendation of the Compensation Committee, the Board of
Directors of Ciena Corporation (“Ciena”) approved an amendment to Ciena’s 2008 Omnibus Incentive
Plan (the “2008 Plan”), subject to stockholder approval. At Ciena’s annual meeting of stockholders
on April 14, 2010, stockholders approved the amendment to the 2008 Plan.
The amendment, which became effective as of April 14, 2010, increased by five million shares the
number of shares of Ciena common stock available for issuance under the 2008 Plan. The amendment
also decreased from 1.6 to 1.31, the multiplier used in the fungible share ratio applicable to
full-value awards granted under the 2008 Plan, such as restricted stock units (RSUs), for purposes
of calculating the shares remaining available under the 2008 Plan. A copy of the amendment of the
2008 Plan is attached hereto as Exhibit 10.1 and incorporated into this Item 5.02 by reference.
ITEM 5.07 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At Ciena’s annual meeting on April 14, 2010, Ciena stockholders approved the proposals and elected
the directors as set forth below:
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For
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Against
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Abstain
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1. Election to the Board of
Directors of (a) three
Class I directors and (b)
one Class III director:
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Class I directors
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Lawton W. Fitt
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57,420,948
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611,224
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1,257,615
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Patrick H. Nettles, Ph. D.
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57,317,584
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716,360
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1,255,843
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Michael J. Rowny
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57,520,464
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511,747
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1,257,576
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Class III director
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Patrick T. Gallagher
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57,433,608
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599,487
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1,256,692
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Each director nominee above was elected by the vote of the majority of the votes cast by
stockholders in accordance with Ciena’s bylaws. In addition, the following directors continued to
hold office after the annual meeting: Harvey B. Cash, Judith M. O’Brien, Gary B. Smith, Stephen P.
Bradley, Ph. D. and Bruce L. Claflin.
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For
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Against
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Abstain
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2. Approval of the amendment
of Ciena’s 2008 Omnibus
Incentive Plan to
increase the number of
shares available for
issuance thereunder by
five million shares and
to reduce the fungible
share ratio applicable to
full value awards granted
under the plan.
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49,091,675
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10,101,025
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97,087
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For
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Against
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Abstain
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3. Ratification of the
appointment of
PricewaterhouseCoopers LLP
as Ciena’s independent
registered public accounting
firm for the fiscal year
ending October 31, 2010.
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76,778,697
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650,564
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168,882
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The amendment of Ciena’s 2008 Omnibus Incentive plan and the ratification of the appointment of
Ciena’s independent registered public accounting firm were approved by the affirmative vote of a
majority of the total votes cast by stockholders.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is being filed herewith:
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Exhibit Number
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Description of Document
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Exhibit 10.1
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Amendment to Ciena Corporation 2008 Omnibus Incentive Plan
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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.
Ciena Corporation
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Date: April 15, 2010
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By:
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/S/ David M. Rothenstein
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David M. Rothenstein
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Senior Vice President, General Counsel and Secretary
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EXHIBIT 10.1
AMENDMENT TO
CIENA CORPORATION 2008 OMNIBUS INCENTIVE PLAN
THIS AMENDMENT (this “Amendment”) to the Ciena Corporation 2008 Omnibus Incentive Plan (the
“Plan”) was adopted by the Board of Directors of Ciena Corporation (the “Company”) on February 15,
2010, and is effective as of April 14, 2010, the date upon which the Amendment received approval of
the stockholders of the Company.
1. The Plan is hereby amended by deleting Section 4.1and replacing it in its entirety as
follows:
“4.1.
Number of Shares Available for Awards.
Subject to adjustment as provided in
Section 17
hereof, the number of shares of Stock
available for issuance under the Plan shall be thirteen million, all of which may be granted
as Incentive Stock Options, increased by shares of Stock covered by awards granted under a
Prior Plan that are not purchased or are forfeited or expire, or otherwise terminate without
delivery of any Stock subject thereto, to the extent such shares would again be available
for issuance under such Prior Plan. Stock issued or to be issued under the Plan shall be
authorized but unissued shares; or, to the extent permitted by applicable law, issued shares
that have been reacquired by the Company.”
2. The Plan is hereby amended by
“4.3.
Share Usage.
Shares covered by an Award shall be counted as used as of the Grant Date. Any shares of
Stock that are subject to Awards of Options shall be counted against the limit set forth in
Section 4.1 as one share for every one share subject to an Award of Options. With respect to
SARs, the number of shares subject to an award of SARs will be counted against the aggregate
number of shares available for issuance under the Plan regardless of the number of shares
actually issued to settle the SAR upon exercise. Any shares that are subject to Awards other
than Options or Stock Appreciation Rights shall be counted against the limit set forth in
Section 4.1 as 1.31 shares for every one share granted. If any shares covered by an Award
granted under the Plan are not purchased or are forfeited or expire, or if an Award
otherwise terminates without delivery of any Stock subject thereto or is settled in cash in
lieu of shares, then the number of shares of Stock counted against the aggregate number of
shares available under the Plan with respect to such Award shall, to the extent of any such
forfeiture, termination or expiration, again be available for making Awards under the Plan
in the same amount as such shares were counted against the limit set forth in Section 4.1,
provided that any shares covered by an Award granted under a Prior Plan will again be
available for making Awards under the Plan in the same amount as such shares were counted
against the limits set forth in the applicable Prior Plan. The number of shares of Stock
available for issuance under the Plan shall not be increased by (i) any shares of Stock
tendered or withheld or Award surrendered in connection with the purchase of shares of Stock
upon exercise of an Option as described in Section 12.2, or (ii) any shares of Stock
deducted or delivered from an Award payment in connection with the Company’s tax withholding
obligations as described in Section 18.3.”
* * *
To record adoption of the Amendment of the Plan by the Board as of February 15, 2010, and
approval of the Amendment by the stockholders on April 14, 2010, the Company has caused its
authorized officer to execute this Amendment to the Plan.
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CIENA CORPORATION
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By:
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/S/ David M. Rothenstein
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Name:
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David M. Rothenstein
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Title:
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Sr. VP, General Counsel & Secretary
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Date:
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April 14, 2010
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