Current Report





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): April 8, 2014
 
BROCADE COMMUNICATIONS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-25601
 
77-0409517
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
130 Holger Way
San Jose, CA 95134
(Address, including zip code, of principal executive offices)
(408) 333-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
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 (see General Instruction A.2. below):
¨
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))






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

Brocade Communications Systems, Inc. (the “Company” or “Brocade”) held its annual meeting of stockholders (the “Annual Meeting”) on April 8, 2014 in San Jose, California. Of the 434,171,468 shares outstanding as of the record date, 395,528,650 shares (approximately 91.10%) were present or represented by proxy at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders: (i) approved the election of Judy Bruner, Lloyd A. Carney, Renato A. DiPentima, Alan L. Earhart, John W. Gerdelman, Dave House, L. William Krause, David E. Roberson and Sanjay Vaswani as directors; (ii) approved a nonbinding advisory resolution regarding executive compensation; (iii) approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending November 1, 2014; and (iv) approved a stockholder proposal regarding stockholder ability to call special meetings.





The results of the voting on the matters submitted to the stockholders are as follows:
1. To elect nine directors to serve until the 2015 Annual Meeting or until their successors are duly elected and qualified.
Name
  
Votes For
  
Votes Against
  
Votes Abstaining
  
Broker Non-Votes
Judy Bruner
  
320,188,832

 
352,129

 
1,755,086

 
73,232,603

Lloyd A. Carney
  
312,194,768

 
8,352,724

 
1,748,555

 
73,232,603

Renato DiPentima
  
320,036,866

 
496,899

 
1,762,282

 
73,232,603

Alan L. Earhart
  
320,168,772

 
366,664

 
1,760,611

 
73,232,603

John W. Gerdelman
  
320,197,200

 
337,941

 
1,760,906

 
73,232,603

Dave House
  
319,978,271

 
557,132

 
1,760,644

 
73,232,603

L. William Krause
  
314,081,292

 
6,454,522

 
1,760,233

 
73,232,603

David E. Roberson
 
319,772,888

 
758,852

 
1,764,307

 
73,232,603

Sanjay Vaswani
  
320,012,698

 
516,328

 
1,767,021

 
73,232,603


2. To vote on a nonbinding advisory resolution to approve executive compensation.
 
 
 
 
 
 
 
Votes For
  
Votes Against
  
Votes Abstaining
  
Broker Non-Vote
315,598,934
 
4,764,432
 
1,932,681
 
73,232,603

3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending November 1, 2014.
 
 
 
 
 
 
 
Votes For
  
Votes Against
  
Votes Abstaining
  
Broker Non-Vote
391,576,149
 
1,622,570
 
2,329,931
 
--

4. To vote on a stockholder proposal regarding stockholder ability to call special meetings.
 
 
 
 
 
 
 
Votes For
  
Votes Against
  
Votes Abstaining
  
Broker Non-Vote
193,480,908
 
126,871,007
 
1,944,132
 
73,232,603







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.
 
 
 
 
BROCADE COMMUNICATIONS SYSTEMS, INC.
 
 
 
 
 
 
 
Date: April 9, 2014
 
 
 
By:
 
/s/ Tyler Wall
 
 
 
 
 
 
Tyler Wall
 
 
 
 
 
 
Vice President, General Counsel and Corporate Secretary