Aviat Networks, Inc.
8-K on 11/13/2020   Download
SEC Document
SEC Filing
0001377789false00013777892020-11-112020-11-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form 8-K
______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 11, 2020
_______________________
AVIAT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Delaware
001-33278
20-5961564
(State or other jurisdiction
(Commission File
(I.R.S. Employer
of incorporation)
Number)
Identification No.)
200 Parker Dr., Suite C100A, Austin, Texas 78728
(Address of principal executive offices, including zip code)
(408)-941-7100
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
AVNWNASDAQ Stock Market LLC
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.07 Submission of Matters to a Vote of Security Holders.

VOTING RESULTS OF FISCAL YEAR 2020 ANNUAL MEETING OF STOCKHOLDERS

The fiscal year 2020 Annual Meeting of Stockholders of the Company was held on November 11, 2020. For more information about the proposals set forth below, please see the Company's definitive Proxy Statement filed with the SEC on September 25, 2020. A total of 4,775,288 (or approximately 88.1%) of the Company's shares issued, outstanding and entitled to vote at the fiscal year 2020 Annual Meeting of Stockholders were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the fiscal year 2020 Annual Meeting of Stockholders.

(1) Proposal 1 - Election of Directors

Number of Shares
NomineeForAgainstAbstainBroker Non-Votes
John Mutch3,805,120123,5116,784839,873
Dahlia Loeb3,809,895118,8766,644839,873
Kenneth Kong3,809,770119,0136,632839,873
John J. Quicke3,810,039118,7396,637839,873
Peter Smith3,810,133118,9386,344839,873
Dr. James C. Stoffel3,804,375120,97210,068839,873
(2) Proposal 2 - Ratification of the appointment by the Audit Committee of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2021.

Number of Shares
ForAgainstAbstain
Proposal 24,714,12442,82218,342
(3) Proposal 3- Advisory, non-binding vote to approve the Company’s named executive officer compensation.

Number of Shares
ForAgainstAbstainBroker Non-Votes
Proposal 33,721,424199,33514,656839,873
(4) Proposal 4- Approval of the Company’s tax benefit preservation plan.
Number of Shares
ForAgainstAbstainBroker Non-Votes
Proposal 43,597,976328,4079,032839,873



SIGNATURE
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.
AVIAT NETWORKS, INC.
November 13, 2020
By:
/s/ Eric Chang
Name:
Eric Chang
Title:
Senior Vice President and Chief Financial Officer