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SSNI > SEC Filings for SSNI > Form 8-K on 11-Jun-2014All Recent SEC Filings




Change in Directors or Principal Officers, Submission of Matters to a

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On June 5, 2014, the Board of Directors of Silver Spring Networks, Inc. ("Silver Spring") approved changes in John Joyce's role and responsibilities as our Vice Chairman and Executive Vice President. Mr. Joyce will continue to serve as our Vice Chairman and Executive Vice President, but will provide services on a part-time basis as an adviser to Scott Lang, Silver Spring's Chairman of the Board of Directors, President and Chief Executive Officer.

(c) On June 5, 2014, the Board of Directors of Silver Spring approved the appointment of C. Douglas Andrews, 45, as its Controller and Chief Accounting Officer and principal accounting officer. Mr. Andrews' appointment is effective as of June 16, 2014. From January 2014 until June 2014, Mr. Andrews served as Vice President, Worldwide Controller at Fortinet, Inc., a provider of network security solutions. From June 2007 through December 2013, he served as Controller at Volterra Semiconducter, a semiconductor company, which was acquired by Maxim Integrated Products, Inc. in October 2013. Mr. Andrews holds a B.B.A. in Business Administration from Simon Fraser-University.

There is no arrangement or understanding with any person pursuant to which Mr. Andrews was appointed as Controller and Chief Accounting Officer, and there are no family relationships between Mr. Andrews and any director or executive officer of Silver Spring. Additionally, there are no transactions between Mr. Andrews and Silver Spring that would be required to be reported under Item 404(a) of Regulation S-K.

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

Silver Spring held its 2014 Annual Meeting of Stockholders on June 5, 2014 (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated:

(a) Holders of Silver Spring's common stock voted to elect three Class I directors, each to serve until his successor has been elected and qualified or until his earlier resignation or removal as follows:

          Name                   For           Withheld        Broker Non-Votes
          Scott A. Lang        35,933,203       1,832,663              5,741,880
          Warren M. Weiss      37,370,280         395,586              5,741,880
          Thomas H. Werner     37,367,262         398,604              5,741,880

(b) Holders of Silver Spring's common stock voted to re-approve the provisions of Silver Spring's 2012 Equity Incentive Plan, as amended related to
Section 162(m) of the Internal Revenue Code of 1986, to preserve Silver Spring's ability to receive corporate income tax deductions that may become available pursuant to Section 162(m):

                      Shares Voted in Favor:     33,529,495
                      Shares Voted Against:       4,222,900
                      Shares Abstaining:             13,471
                      Broker Non-Votes:           5,741,880

(c) Holders of Silver Spring's common stock voted to ratify the appointment of Ernst & Young LLP as Silver Spring's independent registered public accounting firm for the fiscal year ending December 31, 2014 as follows:

                      Shares Voted in Favor:     43,461,143
                      Shares Voted Against:          24,648
                      Shares Abstaining:             21,955
                      Broker Non-Votes:                   0

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