Aruba Networks 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2011
(Exact name of registrant as specified in its charter)
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code:(408) 227-4500
(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):
At the Annual Meeting of Stockholders of Aruba Networks, Inc. (the Company) held on December 15, 2011 (the Annual Meeting), proxies representing 98,850,294 shares of the Companys common stock, or approximately 92.45% of the total shares entitied to vote, were present and voted on the four proposals presented at the Annual Meeting as follows:
Proposal One Election of Directors
The table below presents the voting results of the election of nine directors to the Companys Board of Directors by the Companys stockholders:
Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm
The Companys stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending July 31, 2012 by the following votes:
Proposal Three Non-Binding Advisory Vote on Executive Compensation
The Companys stockholders cast their votes with respect to the non-binding advisory vote on executive compensation as follows:
Proposal Four Non-Binding Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation
The Companys stockholders cast their votes with respect to the non-binding advisory vote on the frequency of holding future advisory votes on executive compensation as follows:
In accordance with the recommendation of the Companys Board of Directors and the voting results of the Companys stockholders, the Company will hold a non-binding advisory vote on executive compensation every year until the next stockholder non-binding advisory vote on the frequency of holding future advisory votes on executive compensation.
Amendment of Executive Officer Bonus Plan
On December 15, 2011, the Compensation Committee (the Committee) of the Board of Directors of the Company approved an amendment to the Companys Executive Officer Bonus Plan (the Plan), effective immediately. The Plan was originally approved by the Committee in December 2009 and offers the Companys executive officers the opportunity to earn bonuses based on the achievement of specified performance targets during each performance period. As previously disclosed, each executive officer has been assigned a targeted bonus value for each performance period under the Plan, set as a percentage of his base salary for the performance period. The executive officer may earn more or less than his targeted value based on the extent to which achievement of the specified performance goals result in the funding of a bonus pool. The bonus pool is funded based upon the extent to which the Company meets the profit and revenue targets under the Board-approved internal operating plan for the applicable fiscal year.
The Plan has been amended to replace the reference to the position of CTO with a reference to the position of CSO given the recent change of Keerti Melkotes title from Chief Technology Officer to Chief Stategy Officer.
A copy of the Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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.