Form 8-K INFINERA CORP For: Sep 17
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E-mail 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):
September 17, 2015
__________________________________________________
INFINERA CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________
Delaware | 001-33486 | 77-0560433 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
140 Caspian Court
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(408) 572-5200
(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:
¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 17, 2015, Rajal M. Patel was appointed to serve as a member of the Board of Directors (the “Board”) of Infinera Corporation (the “Company”) effective as of September 17, 2015. Mr. Patel will serve as a Class I Director (with a term expiring at the 2017 Annual Meeting of Stockholders) until his successor is duly elected and qualified or his earlier death, resignation or removal. There are no arrangements or understandings between Mr. Patel and any other persons pursuant to which Mr. Patel was appointed a director of the Company. There are also no family relationships between Mr. Patel and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Patel will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangements for non-employee directors. As part of this compensation, Mr. Patel is eligible to receive an initial award of restricted stock units equal to $165,000 in value based on the fair market value of Company common stock as reported on the NASDAQ Stock Market. This initial award will vest annually over three years. In addition, Mr. Patel will also be eligible to receive the annual award of restricted stock units equal to $110,000 in value based on the fair market value of Company common stock as reported on the NASDAQ Stock Market. This annual award will vest on the date of the next annual meeting of stockholders. Mr. Patel will also enter into a director indemnification agreement with the Company in the form previously filed with the Securities and Exchange Commission.
A copy of the Company’s September 21, 2015 press release announcing Mr. Patel’s appointment to the Board is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | Press Release of Infinera Corporation dated September 21, 2015. | |
SIGNATURES
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.
INFINERA CORPORATION | ||||
Date: September 21, 2015 | By: | /s/ JAMES L. LAUFMAN | ||
James L. Laufman Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release of Infinera Corporation dated September 21, 2015. | |
Exhibit 99.1
Infinera Appoints Cloud Infrastructure Executive Rajal M. Patel to its Board of Directors
Sunnyvale, California - September 21, 2015 - Infinera, provider of Intelligent Transport Networks, announced the appointment of Rajal M. Patel to the board of directors of Infinera, effective September 17, 2015.
Mr. Patel brings more than 20 years of experience in scaling cloud infrastructure for consumer Internet, SaaS and other service providers globally. Since March 2014, Mr. Patel has served as the head of cloud engineering at Pinterest. Prior to Pinterest, Mr. Patel served as senior vice president for technical operations at Salesforce.com from July 2013 to December 2013. Mr. Patel was vice president for cloud services engineering at Cisco Systems from April 2010 to July 2013, and held various engineering and management roles at Yahoo! Inc. from 2004 to early 2010.
Infinera provides Intelligent Transport Networks, enabling Internet Content Providers and cloud network operators to scale bandwidth while accelerating service innovation and simplifying optical network operations. To address the fast growing market for datacenter interconnection, Infinera introduced the Cloud Xpress platform in late 2014, the industry’s first server-like rack and stack wavelength division multiplexing (WDM) platform. Industry research firm Ovum named Infinera the number one provider of datacenter interconnection solutions to Internet Content Providers and Carrier Neutral Providers worldwide, and named Infinera as the fastest growing company in the datacenter interconnection market worldwide. The addition of Mr. Patel to the board of directors broadens Infinera’s cloud networking experience as the company seeks to grow share in this rapidly expanding market.
“We welcome Raj to our board,” said Kambiz Hooshmand, chairman of the board of Infinera. “Raj has played key roles in building cloud network infrastructure at several major technology companies and brings a unique perspective on how end users, content providers and network operators are transforming to stay ahead of this market. His perspectives should be particularly useful as Infinera continues to introduce new solutions for cloud network operators.”
“The cloud represents a significant and growing market opportunity,” said Mr. Patel. “Infinera is very well positioned to capitalize on the growth of cloud network infrastructure. I am excited to join Infinera at this important stage of cloud network transformation and I look forward to working with the team to develop Intelligent Transport Networks that are optimized for the evolving requirements of cloud network operators.”
Contacts: | ||
Infinera Media: Anna Vue | Infinera Investors: Jeff Hustis | |
Tel. +1 (916) 595-8157 | Tel. +1 (408) 213-7150 | |
About Infinera
Infinera (NASDAQ: INFN) empowers network operators to quickly deliver differentiated services by enabling an infinite pool of intelligent bandwidth. With the recent completion of its offer for the shares of Transmode, Infinera now offers an end-to-end packet-optical portfolio to fully address the WDM networking market including long-haul, subsea, cloud and metro. Infinera leverages its unique large scale photonic integrated circuits to deliver innovative optical networking solutions for the most demanding network environments. Deployed across the globe, Infinera Intelligent Transport Networks enable carriers, cloud operators, governments and enterprises to accelerate service innovation and simplify optical network operations. To learn more about Infinera visit http://www.infinera.com, follow us on Twitter @Infinera and read our latest blog posts at blog.infinera.com.
This press release contains forward-looking statements that involve risks and uncertainties, including Infinera’s expectations regarding Infinera’s ability to grow market share in the datacenter interconnection market. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Actual results may vary materially from these expectations as a result of various risks and uncertainties. Information about these risks and uncertainties, and other risks and uncertainties that affect Infinera’s business, are contained in the risk factors section and other sections identified in Infinera’s latest Quarterly Report on Form 10-Q for the quarter ended June 27, 2015 as filed with the SEC, as well as any subsequent reports filed with or furnished to the SEC. These reports are available on Infinera’s website at www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.
Infinera and the Infinera logo are trademarks of Infinera Corporation. All other trademarks used or mentioned herein belong to their respective owners.
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