---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-084899"
form_type: "8-K"
ticker: null
cik: "0001043604"
company_name: "JUNIPER NETWORKS INC"
filed_at: "2024-04-02T23:59:59+00:00"
generated_at: "2026-06-04T03:15:52.655741+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Juniper shareholders approve HPE merger; all proposals pass

## Summary
- Stockholders voted 265,381,658 for vs 258,541 against to adopt the HPE merger agreement.
- Advisory vote on merger-related executive compensation approved (252.5M for, 11.8M against).
- Amendment to certificate of incorporation for officer exculpation approved (241.1M for, 23.6M against).
- Merger expected to close late 2024 or early 2025, subject to regulatory and other conditions.
- 81.9% of outstanding shares voted (265.7M of 324.4M shares); quorum achieved.

## SEC filing metadata
- accession: 0001193125-24-084899
- form_type: 8-K
- cik: 0001043604
- company_name: JUNIPER NETWORKS INC
- filed_at: 2024-04-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1043604/000119312524084899/0001193125-24-084899-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1043604/000119312524084899/d798695d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-084899
- JSON: https://secwatch.observer/filing/0001193125-24-084899.json
- Plain text: https://secwatch.observer/filing/0001193125-24-084899.txt

## Key facts
- Governance Changes
  JUNIPER NETWORKS INC: Amended Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (effective 2024-04-02).
  - Change: charter amendment
  - Effective: 2024-04-02
  source text: On April 2, 2024, the Company filed the certificate of amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043604/000119312524084899/0001193125-24-084899-index.htm
- Shareholder Votes
  JUNIPER NETWORKS INC shareholders approved Proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the 2024-04-02 meeting.
  - Proposal: merger approval
  - Outcome: passed
  - Meeting: 2024-04-02
  source text: The Company’s stockholders voted on the Adjournment Proposal: Votes For Votes Against Abstentions 254,177,407 11,256,763 259,065
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043604/000119312524084899/0001193125-24-084899-index.htm
- Shareholder Votes
  JUNIPER NETWORKS INC shareholders approved Proposal to adopt the Merger Agreement at the 2024-04-02 meeting.
  - Proposal: merger approval
  - Outcome: passed
  - Meeting: 2024-04-02
  source text: The Company’s stockholders voted on the Merger Proposal: Votes For Votes Against Abstentions 265,381,658 258,541 53,036
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043604/000119312524084899/0001193125-24-084899-index.htm
- Shareholder Votes
  JUNIPER NETWORKS INC shareholders approved Advisory (non-binding) vote on compensation that may be paid or become payable to named executive officers related to the Merger at the 2024-04-02 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-02
  source text: The Company’s stockholders voted on a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement: Votes For Votes Against Abstentions 252,518,597 11,813,027 1,361,611
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043604/000119312524084899/0001193125-24-084899-index.htm
- Shareholder Votes
  JUNIPER NETWORKS INC shareholders approved Proposal to approve an amendment to the Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2024-04-02 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-04-02
  source text: The Company’s stockholders voted on a proposal to approve an amendment to the Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation: Votes For Votes Against Abstentions 241,115,587 23,610,091 967,557
  evidence_url: https://www.sec.gov/Archives/edgar/data/1043604/000119312524084899/0001193125-24-084899-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.