SCMR » Topics » TO BE HELD JANUARY 6, 2009

This excerpt taken from the SCMR DEF 14A filed Nov 24, 2008.




To the Stockholders of Sycamore Networks, Inc.:

The Annual Meeting of Stockholders of Sycamore Networks, Inc., a Delaware corporation (“Sycamore”), will be held on January 6, 2009 at 9:00 a.m., local time, at the Courtyard by Marriott, 270 Concord Road, Billerica, Massachusetts 01821, to consider and act upon the following matters:


  1. To elect one (1) member of the Board of Directors to serve for a three-year term as Class III Director and until his successor is elected and qualified.


  2. To authorize the Board of Directors, in its discretion, to amend Sycamore’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its outstanding common stock at a ratio of (i) one-for-five, (ii) one-for-seven, or (iii) one-for-ten, together with a corresponding reduction in the number of authorized shares of Sycamore common stock and capital stock, at any time prior to the date of Sycamore’s 2009 Annual Meeting of Stockholders, without further approval or authorization from Sycamore’s stockholders.


  3. To approve Sycamore’s 2009 Stock Incentive Plan.


  4. To approve Sycamore’s 2009 Non-Employee Director Stock Option Plan.


  5. To ratify the selection of PricewaterhouseCoopers LLP as Sycamore’s independent registered public accounting firm for the fiscal year ending July 31, 2009.


  6. To transact such other business as may properly come before the meeting or any adjournments thereof.

Stockholders entitled to notice of and to vote at the meeting shall be determined as of November 10, 2008, the record date fixed by the Board of Directors for such purpose.

This year, new Securities and Exchange rules allow us to furnish proxy materials to our stockholders on the Internet. Stockholders can view proxy materials at Registered stockholders may also vote via the Internet or by telephone by following the instructions contained in the Notice of Internet Availability of Proxy Materials mailed on or about November 24, 2008, which contains a special stockholder identification number. Stockholders may also request a paper proxy card at any time on or prior to December 26, 2008.

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