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BRCD > SEC Filings for BRCD > Form 8-K on 27-Jan-2017All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

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

On January 26, 2017, Brocade Communications Systems, Inc. (the "Company" or "Brocade") held a special meeting of stockholders (the "Special Meeting") in Santa Clara, California.

As of the record date, December 12, 2016, there were 406,282,345 shares of common stock of the Company outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 297,051,118 shares, or approximately 73.11% of all outstanding shares of common stock, were present either in person or by proxy. Two matters were voted upon at the Special Meeting, with the Board of Directors of the Company unanimously recommending a vote "FOR" each of the proposals voted upon, as further described in the definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on December 20, 2016 (the "Definitive Proxy Statement").

Proposal No. 1 (the "Merger Proposal") was to adopt the Agreement and Plan of Merger, dated as of November 2, 2016, as it may be amended or assigned from time to time, by and among the Company, Broadcom Limited, Broadcom Corporation and Bobcat Merger Sub, Inc. (as assigned by Broadcom Corporation to LSI Corporation, the "Merger Agreement").

Proposal No. 3 (the "Advisory Proposal") was to approve, on an advisory (non-binding) basis, specified compensation that will or may become payable to the named executive officers of the Company in connection with the merger contemplated by the Merger Agreement.

The Merger Proposal and the Advisory Proposal were approved. In light of the approval of the Merger Proposal, Proposal No. 2 to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal, was rendered moot. The table below shows the final voting results from the Special Meeting for the Merger Proposal and the Advisory Proposal.

                                             Votes For    Votes Against   Abstentions   Non-Votes
Proposal No. 1 - The Merger Proposal        294,759,801     1,771,558       487,691      32,068
Proposal No. 3 - The Advisory Proposal      289,549,976     5,549,886      1,951,256        0

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