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 23, 2018
Juniper Networks, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34501 | 770422528 | ||
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
1133 Innovation Way, Sunnyvale, California |
94089 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (408) 745-2000
Not Applicable
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:
☐ | 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On May 29, 2018, Juniper Networks, Inc. (the Company) announced Terrance F. Spidell, Vice President, Corporate Controller and Chief Accounting Officer of the Company, will step down from his current role 30 days after his successor has been named and is in place (the Resignation Date).
In connection with his future transition, the Company entered into a Letter Agreement, dated May 24, 2018, with Mr. Spidell that outlines Mr. Spidells responsibilities, obligations, compensation and benefits until his full time employment with the Company ends.
Until the Resignation Date, Mr. Spidells base salary and benefits will remain unchanged and he will continue to vest in his equity awards pursuant to their terms.
Subject to certain terms and conditions, including his continued compliance with the Companys policies and his Confidential Information and Invention Assignment Agreement and his execution of a release, Mr. Spidell will be entitled to receive a severance payment equal to (i) six (6) months base salary plus (ii) an additional cash lump sum payment in the amount of $8,000 in lieu of COBRA, in each case less all applicable withholding, in the event he is not terminated for cause and does not terminate his employment prior to the Resignation Date.
The description of the Letter Agreement is qualified in its entirety by reference to the text of the Letter Agreement, which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 24, 2018, at the 2018 Annual Meeting of Stockholders (the Annual Meeting) of the Company, the Companys stockholders voted upon the following proposals described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2018: (1) to elect nine directors; (2) to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as auditors for the fiscal year ending December 31, 2018; (3) to approve a non-binding advisory vote regarding executive compensation; and (4) to vote upon a proposal submitted by one of our stockholders, which was properly presented at the Annual Meeting.
All nominated directors were elected, the stockholder proposal was not approved, and the other proposals were approved by the required stockholder vote. The final voting results with respect to each proposal is as set forth below.
(1) Proposal for election of nine directors:
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Robert M. Calderoni |
247,368,549 | 27,736,845 | 225,142 | 32,728,759 | ||||||||||||
Gary Daichendt |
267,321,137 | 7,785,151 | 224,248 | 32,728,759 | ||||||||||||
Kevin DeNuccio |
268,440,849 | 6,664,378 | 225,309 | 32,728,759 | ||||||||||||
James Dolce |
267,378,529 | 7,725,079 | 226,928 | 32,728,759 | ||||||||||||
Mercedes Johnson |
272,225,012 | 2,882,340 | 223,184 | 32,728,759 | ||||||||||||
Scott Kriens |
264,045,903 | 11,194,309 | 90,324 | 32,728,759 | ||||||||||||
Rahul Merchant |
268,453,545 | 6,649,750 | 227,241 | 32,728,759 | ||||||||||||
Rami Rahim |
273,947,777 | 1,290,988 | 91,771 | 32,728,759 | ||||||||||||
William Stensrud |
254,488,233 | 17,988,698 | 2,853,605 | 32,728,759 |
(2) Proposal to ratify Ernst & Young LLP as auditors for the fiscal year ending December 31, 2018:
For |
Against |
Abstain |
||
302,245,746 | 5,656,078 | 157,471 |
(3) Proposal to approve a non-binding advisory resolution on the compensation of the named executive officers of the Company:
For |
Against | Abstain | Broker Non-Votes | |||
262,348,244 | 12,529,270 | 453,022 | 32,728,759 |
(4) Stockholder proposal relating to annual disclosure of EEO-1 data:
For |
Against | Abstain | Broker Non-Votes | |||
120,327,361 | 153,599,549 | 1,403,626 | 32,728,759 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. |
Description |
|
10.1 |
Letter Agreement, dated May 24, 2018, between Juniper Networks, Inc. and Terrance F. Spidell |
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.
Juniper Networks, Inc. | ||||||
Date: May 29, 2018 |
By: |
/s/ Brian M. Martin |
||||
Name: | Brian M. Martin | |||||
Title: | Senior Vice President and General Counsel |
Exhibit 10.1
May 24, 2018
RE: Your Transition from Juniper
Dear Terry,
The purpose of this letter is to confirm our agreement regarding the transition of your employment with Juniper Networks, Inc. (Juniper).
Your full-time employment with Juniper will end 30 days after your replacement starts his or her employment with Juniper (the Termination Date).
Responsibilities and Compensation: Up until the Termination Date, you will continue to perform your duties and assist with the transition of your duties as well as work on tasks and projects as Juniper requests. You will continue to receive your base salary through the Termination Date.
Equity: For the avoidance of doubt, the terms and conditions of your award agreements with respect to your equity awards continue to apply, and, as such, you will continue to vest in any equity awards issued to you by Juniper, including stock options, restricted stock units and/or performance shares pursuant to the terms of the relevant award agreements.
Benefits: You will continue to be eligible to receive standard health benefits made available to similarly situated Juniper employees, subject to your satisfying any eligibility requirements.
Confidential Information and Invention Assignment and Juniper Policies: The Confidential Information and Invention Assignment Agreement previously entered into by you (CIIAA) will remain in effect. This includes, but is not limited to, the restrictions against improper use or disclosure of Juniper proprietary information or trade secrets, assignment of inventions, and the restriction against solicitation of Juniper employees. In addition, you will remain subject to all Juniper policies and agreements applicable to you as an employee of Juniper.
Outside Employment: You will continue to devote your full working time to Juniper and you agree not to perform work for or provide services to any partner or competitor of Juniper during your employment with Juniper.
Employee at-will and Miscellaneous Items: You are and will continue to remain an employee at-will and acknowledge that your employment relationship with Juniper may be terminated at any time, with or without good cause or for any or no cause, at the option of Juniper or yourself, with or without notice. You and Juniper acknowledge that each party to this letter has either been represented by independent legal counsel or has waived such partys right to obtain advice of independent legal counsel in connection with entering into this letter. This letter may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. A PDF, facsimile or other reproduction of this letter may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device.
Severance: Your agree that, except in the case that (a) your employment is terminated for cause; (b) you violate the terms of this letter (including, without limitation, the CIIAA and Juniper policies referenced herein) or (c) you terminate your employment voluntarily before the Termination Date, subject to you signing and not revoking a release in a form reasonably satisfactory to Juniper, you
will receive (i) a severance payment in cash in the amount of six (6) months base salary (as in effect immediately prior to the Termination Date) plus an additional cash lump sum payment in the amount of $8,000 in lieu of COBRA, in each case less all applicable withholding and (ii) outplacement services through an outplacement provider as designated and selected by Juniper. The payments referenced in the immediately preceding sentence will be made following the Termination Date and no later than the second regularly scheduled payroll date following the expiration of the revocation period as set forth in the release.
Signature: | /s/ Terry Spidell | |
Print name: | Terry Spidell |
Juniper Networks, Inc. |
||
By: | /s/ Kenneth B. Miller | |
Name: | Kenneth B. Miller | |
Title: | CFO |