secwatch / observer
8-K filed February 28, 2025, 6:59 PM ET CIK 0001138639
M&A confidence high sentiment neutral materiality 1.00

Infinera Corp: M&A transaction — Infinera completes merger with Nokia; shareholders get $6.65 cash or 1.7896 Nokia ADSs per share

Infinera Corp

item 1.01item 1.02item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Roop K. Lakkaraju

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

Sharon E. Holt

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

Gregory P. Dougherty

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

David W. Heard

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

Amy H. Rice

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

Christine B. Bucklin

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

Paul J. Milbury

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

David F. Welch

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
Departed

George A. Riedel

Director
Infinera Corp
Effective
2025-02-28
Filed
February 28, 2025, 6:59 PM ET
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Roop K. Lakkaraju departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sharon E. Holt departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gregory P. Dougherty departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

David W. Heard departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Amy H. Rice departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Christine B. Bucklin departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Paul J. Milbury departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

David F. Welch departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

George A. Riedel departed as Director at Infinera Corp.

Action
ceased
Role
Director
Exact text from the filing
As a result of the Merger and in accordance with the Merger Agreement, at the Effective Time, George A. Riedel, Christine B. Bucklin, Gregory P. Dougherty, David W. Heard, Sharon E. Holt, Roop K. Lakkaraju, Paul J. Milbury, Amy H. Rice and David F. Welch, each of whom was a director of Infinera as of immediately prior to the Effective Time, ceased to be a director of Infinera and a member of any committee of Infinera’s Board of Directors.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Infinera Corp: Bylaws amended and restated in connection with merger.

Change
bylaw amendment
Exact text from the filing
At the Effective Time, the certificate of incorporation and bylaws of Infinera were amended and restated in accordance with the terms of the Merger Agreement.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Infinera Corp: Certificate of incorporation amended and restated in connection with merger.

Change
charter amendment
Exact text from the filing
At the Effective Time, the certificate of incorporation and bylaws of Infinera were amended and restated in accordance with the terms of the Merger Agreement.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Infinera Corp underwent a change of control involving Nokia Corporation for at the election of the holder, the right to receive one of the following: cash in an amount equal to $6.65, without interest; 1.7896 American Depositary Shares (closed 2025-02-28).

Action
change of control
Counterparty
Nokia Corporation
Consideration
at the election of the holder, the right to receive one of the following: cash in an amount equal to $6.65, without interest; 1.7896 American Depositary Shares
Closing
2025-02-28
Exact text from the filing
Agreement), was automatically cancelled, extinguished and converted into, at the election of the holder, the right to receive one of the following: • cash in an amount equal to $6.65, without interest (the “Cash Consideration”); • 1.7896 American Depositary Shares (each such share, a “Nokia ADS”) (each whole Nokia ADS representing a beneficial interest in one
View on SEC.gov

59 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0001193125-25-041368
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