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Aruba Networks (ARUN)
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ARUN
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TABLE OF CONTENTS
This excerpt taken from the
ARUN DEF 14A
filed Nov 2, 2009.
TABLE OF CONTENTS
Page
QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS
1
Annual Meeting
1
Stock Ownership
1
Quorum and Voting
2
Stockholder Proposals and Director Nominations
5
Additional Information
5
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 14, 2009
6
PROPOSAL ONE ELECTION OF DIRECTORS
6
Nominees
6
Information Regarding the Nominees
7
PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
8
Principal Accounting Fees and Services
9
Pre-Approval of Audit and Non-Audit Services
9
CORPORATE GOVERNANCE
9
Code of Business Conduct
9
Independence of the Board of Directors
10
Board Meetings and Committees
10
Lead Independent Director
12
Compensation Committee Interlocks and Insider Participation
12
Attendance at Annual Stockholder Meetings by the Board of Directors
12
Process for Recommending Candidates for Election to the Board of Directors
12
Contacting the Board of Directors
13
EXECUTIVE OFFICERS
13
EXECUTIVE COMPENSATION
14
Compensation Discussion and Analysis
14
Compensation Committee Report
24
Summary Compensation Table
25
Grants of Plan-Based Awards in Fiscal 2009
25
Outstanding Equity Awards at Fiscal 2009 Year-End
26
Fiscal 2009 Option Exercises and Stock Vested
26
Potential Payments upon Termination or Change of Control
27
Compensation of Directors
30
Equity Compensation Plan Information
31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
33
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
35
Review, Approval or Ratification of Related Person Transactions
35
Related Person Transactions
35
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
35
AUDIT COMMITTEE REPORT
36
OTHER MATTERS
36
i
Table of Contents
This excerpt taken from the
ARUN DEF 14A
filed Nov 25, 2008.
TABLE OF CONTENTS
Page
QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS
1
Annual Meeting
1
Stock Ownership
1
Quorum and Voting
2
Stockholder Proposals and Director Nominations
5
Additional Information
5
PROPOSAL ONE ELECTION OF DIRECTORS
6
Nominees
6
Information Regarding the Nominees
7
PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
9
Principal Accounting Fees and Services
9
Pre-Approval of Audit and Non-Audit Services
10
CORPORATE GOVERNANCE
10
Code of Business Conduct
10
Independence of the Board of Directors
10
Board Meetings and Committees
10
Compensation Committee Interlocks and Insider Participation
12
Attendance at Annual Stockholder Meetings by the Board of Directors
12
Process for Recommending Candidates for Election to the Board of Directors
12
Contacting the Board of Directors
13
EXECUTIVE OFFICERS
13
EXECUTIVE COMPENSATION
14
Compensation Discussion and Analysis
14
Compensation Committee Report
25
Summary Compensation Table
25
Grants of Plan-Based Awards in Fiscal 2008
25
Outstanding Equity Awards at Fiscal 2008 Year-End
26
Fiscal 2008 Option Exercises and Stock Vested
26
Potential Payments upon Termination or Change of Control
27
Compensation of Directors
30
Equity Compensation Plan Information
32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
35
Review, Approval or Ratification of Related Person Transactions
35
Related Person Transactions
35
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
35
AUDIT COMMITTEE REPORT
36
OTHER MATTERS
36
i
Table of Contents
These excerpts taken from the
ARUN 10-K
filed Oct 7, 2008.
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
25
Item 2.
Properties
26
Item 3.
Legal Proceedings
26
Item 4.
Submission of Matters to a Vote of Security Holders
26
PART II
Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
27
Item 6.
Selected Consolidated Financial Data
30
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations
31
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
48
Item 8.
Consolidated Financial Statements and Supplementary Data
49
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
85
Item 9A.
Controls and Procedures
85
Item 9B.
Other Information
85
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
85
Item 11.
Executive Compensation
85
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
86
Item 13.
Certain Relationships and Related Transactions, and Director Independence
86
Item 14.
Principal Accountant Fees and Services
86
PART IV
Item 15.
Exhibits and Financial Statement Schedule
86
Signatures
87
Index to Exhibits
88
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
2
Table of Contents
TABLE OF
CONTENTS
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
25
Item 2.
Properties
26
Item 3.
Legal Proceedings
26
Item 4.
Submission of Matters to a Vote of Security
Holders
26
PART II
Item 5.
Market for Registrants Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity
Securities
27
Item 6.
Selected Consolidated Financial Data
30
Item 7.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
31
Item 7A.
Quantitative and Qualitative Disclosures About
Market Risk
48
Item 8.
Consolidated Financial Statements and
Supplementary Data
49
Item 9.
Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
85
Item 9A.
Controls and Procedures
85
Item 9B.
Other Information
85
PART III
Item 10.
Directors, Executive Officers and Corporate
Governance
85
Item 11.
Executive Compensation
85
Item 12.
Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
86
Item 13.
Certain Relationships and Related Transactions,
and Director Independence
86
Item 14.
Principal Accountant Fees and Services
86
PART IV
Item 15.
Exhibits and Financial Statement Schedule
86
Signatures
87
Index to Exhibits
88
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
2
Table of Contents
This excerpt taken from the
ARUN DEF 14A
filed Nov 7, 2007.
TABLE OF CONTENTS
Page
Questions and Answers About Procedural Matters
1
Annual Meeting
1
Stock Ownership
1
Quorum and Voting
2
Stockholder Proposals and Director Nominations
4
Additional Information
5
Proposal One Election of Directors
6
Nominees
6
Information Regarding the Nominees
6
Proposal Two Ratification of the Appointment of Independent Registered Public Accounting Firm
8
Principal Accounting Fees and Services
8
Pre-Approval of Audit and Non-Audit Services
8
Corporate Governance
9
Code of Business Conduct
9
Independence of the Board of Directors
9
Board Meetings and Committees
9
Compensation Committee Interlocks and Insider Participation
11
Attendance at Annual Stockholder Meetings by the Board of Directors
11
Process for Recommending Candidates for Election to the Board of Directors
11
Contacting the Board of Directors
11
Executive Compensation
12
Compensation Discussion and Analysis
12
Compensation Committee Report
21
Fiscal 2007 Summary Compensation Table
22
Grants of Plan-Based Awards in Fiscal 2007
22
Outstanding Equity Awards at Fiscal 2007 Year-End
23
Fiscal 2007 Option Exercises and Stock Vested
23
Potential Payments Upon Termination or Change of Control
24
Compensation of Directors
25
Equity Compensation Plan Information
27
Security Ownership of Certain Beneficial Owners and Management
28
Certain Relationships and Related Party Transactions
30
Review, Approval or Ratification of Related Person Transactions
30
Related Person Transactions
30
Section 16(
a)
Beneficial Ownership Reporting Compliance
30
Audit Committee Report
31
Other Matters
31
i
Table of Contents
This excerpt taken from the
ARUN 10-K
filed Oct 12, 2007.
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
11
Item 1B.
Unresolved Staff Comments
24
Item 2.
Properties
25
Item 3.
Legal Proceedings
25
Item 4.
Submission of Matters to a Vote of Security Holders
25
PART II
Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
26
Item 6.
Selected Consolidated Financial Data
28
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations
29
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
46
Item 8.
Consolidated Financial Statements and Supplementary Data
47
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
78
Item 9A.
Controls and Procedures
78
Item 9B.
Other Information
78
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
78
Item 11.
Executive Compensation
78
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
79
Item 13.
Certain Relationships and Related Transactions, and Director Independence
79
Item 14.
Principal Accountant Fees and Services
79
PART IV
Item 15.
Exhibits and Financial Statement Schedule
79
Signatures
80
Index to Exhibits
81
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
2
Table of Contents
EXCERPTS ON THIS PAGE:
DEF 14A
Nov 2, 2009
DEF 14A
Nov 25, 2008
10-K (2 sections)
Oct 7, 2008
DEF 14A
Nov 7, 2007
10-K
Oct 12, 2007
RELATED TOPICS for ARUN:
Documents Incorporated Reference
Annual Meeting
Held 2009
Notice Annual Meeting Stockholders Held 2009
Held 2007
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