Summary of OCLARO, INC. - Yahoo! Finance

Submission of Matters to a Vote of Security Holders, Other Events, Financial Stateme

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

On July 17, 2012, Oclaro, Inc. ("Oclaro") held a Special Meeting of Stockholders (the "Special Meeting") in connection with that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated March 26, 2012, by and among Oclaro, Tahoe Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Oclaro ("Merger Sub"), and Opnext, Inc., a Delaware corporation ("Opnext"). Pursuant to the Merger Agreement, subject to the terms and conditions thereof, Merger Sub will merge with and into Opnext (the "Merger"), with Opnext continuing as the surviving entity.

The proposals submitted to Oclaro's stockholders at the Special Meeting were as follows:

- Proposal 1 - the approval of the issuance of shares of Oclaro Common Stock in the Merger

Proposal 1 is described in detail in the registration statement on Form S-4
(File No. 333-181254) (as amended or supplemented, the "Registration Statement")
filed by Oclaro with the Securities and Exchange Commission in connection with the Merger.

The voting results for Proposal 1, including the number of votes for, against or withheld, and the number of abstentions and non-votes, are set forth below. The Oclaro stockholders voted to approve Proposal 1.

Proposal 1 Approval of the issuance of shares of Oclaro Common Stock in the Merger

Oclaro stockholders approved the issuance of shares of Oclaro Common Stock in the Merger.

For Against Abstained Non-Votes 23,994,718 2,728,188 30,729 0

- Proposal 3 - the approval of the adjournment of the Special Meeting to solicit additional proxies in favor of a proposal to amend Oclaro's restated certificate of incorporation to increase the number of authorized shares of Oclaro to 176,000,000

Proposal 3 is described in detail in the Registration Statement.

The voting results for Proposal 3, including the number of votes for, against or withheld, and the number of abstentions and non-votes, are set forth below. The Oclaro stockholders voted to approve Proposal 3.

For Against Abstained Non-Votes 21,392,528 5,266,607 94,500 0

As of the time of the Special Meeting, there were an insufficient number of votes to approve the second proposal presented to Oclaro's stockholders, which is a proposal to amend Oclaro's certificate of incorporation to increase the authorized shares of Oclaro capital stock to 176,000,000 ("Proposal 2"). Proposal 2 is described in detail in the Registration Statement.

The approval of Proposal 2 requires the affirmative vote of a majority of Oclaro common stock outstanding as of the record date for the Special Meeting. In connection with the Special Meeting, Oclaro received approximately 46% of the >50% majority vote needed to approve Proposal 2. Of the votes received, approximately 89% were in favor of Proposal 2. As a result of the above, Oclaro has announced an adjournment of the Special Meeting to 5:00 p.m. Pacific time on Monday, July 23, 2012, at the principal executive offices of Oclaro located at 2560 Junction Avenue, San Jose, California, to solicit additional proxies to vote in favor of Proposal 2.