secwatch / observer

8-K filed May 11, 2023, 7:59 PM ET CIK 0001043604

other material confidence high sentiment neutral materiality 0.40

Juniper Networks stockholders approve 7M share increase to equity plan, elect directors

JUNIPER NETWORKS INC

Stockholders approved amendment to 2015 Equity Incentive Plan, increasing reserved shares by 7,000,000.
All ten director nominees elected; CEO Rami Rahim received ~262.4M votes for.
Ernst & Young LLP ratified as independent auditor for FY2023 with 270.6M for, 22.1M against.
Advisory vote on executive compensation approved with ~244.6M for; frequency set at 1 year with ~258.6M votes.
Bylaws amended to clarify stockholder nomination procedures and implement universal proxy rules.

item 5.02 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

JUNIPER NETWORKS INC: Amended and restated bylaws to clarify stockholder nomination requirements, adopt universal proxy rules, and make administrative changes (effective 2023-05-10).

Change: bylaw amendment
Effective: 2023-05-10

Exact text from the filing

As part of a broader review of its governance practices, on May 10, 2023, the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, amended and restated the Company’s amended and restated bylaws (the “Bylaws”).

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JUNIPER NETWORKS INC shareholders approved Non-binding advisory resolution on frequency of future non-binding advisory votes on executive compensation.

Proposal: say on pay frequency
Outcome: passed

Exact text from the filing

1 Year 2 Years 3 Years Abstain Broker Non-Votes 258,641,589 52,367 5,757,026 459,728 28,144,070

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JUNIPER NETWORKS INC shareholders approved Election of ten directors.

Proposal: director election
Outcome: passed

Exact text from the filing

For Against Abstain Broker Non-Votes Anne DelSanto 252,846,955 11,587,898 475,857 28,144,070

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JUNIPER NETWORKS INC shareholders approved Approve amendment and restatement of the Company’s 2015 Equity Incentive Plan.

Proposal: equity plan
Outcome: passed

Exact text from the filing

For Against Abstain Broker Non-Votes 219,328,703 45,185,934 396,073 28,144,070

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JUNIPER NETWORKS INC shareholders approved Non-binding advisory resolution on executive compensation.

Proposal: say on pay
Outcome: passed

Exact text from the filing

For Against Abstain Broker Non-Votes 244,624,490 19,831,746 454,474 28,144,070

View on SEC.gov

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

JUNIPER NETWORKS INC shareholders approved Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023.

Proposal: auditor ratification
Outcome: passed

Exact text from the filing

For Against Abstain 270,607,128 22,121,999 325,653

View on SEC.gov

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Source: SEC EDGAR

accession 0001043604-23-000072

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