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)

May 27, 2015

 

 

Aerohive Networks, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-36355		20-4524700
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

330 Gibraltar Drive

Sunnyvale, California 94089

(Address of Principal Executive Offices including Zip Code)

(408) 510-6100

(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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 27, 2015, Aerohive Networks, Inc. (the “Company”) held its Annual Meeting of Stockholders for its fiscal year ended December 31, 2014 (the “Annual Meeting”). At the Annual Meeting, there were represented, either in person or by proxy, 44,194,194 shares of the Company’s common stock (“Common Stock”) out of a total of 46,619,721 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, or approximately 94.79% of the shares outstanding and entitled to vote. The Company’s stockholders voted on the following four proposals presented at the Annual Meeting, casting their votes as follows:

Proposal No. 1 – Election of Directors

The Company’s stockholders elected by the following votes Remo Canessa, Feng Deng and Changming Liu as Class I directors, each to hold office until the 2018 Annual Meeting of Stockholders (or until their successors are duly elected and qualified):

 

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Remo Canessa		34,737,677		405,396		9,051,121
Feng Deng		34,147,881		995,192		9,051,121
Changming Liu		34,859,761		283,312		9,051,121

Proposal No. 2 – Approval of the Amendment to the 2014 Employee Stock Purchase Plan

The Company’s stockholders approved by the following votes the amendment to the 2014 Employee Stock Purchase Plan to increase the share reserve, modify the “evergreen provision,” and shorten the plan’s term:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
31,316,690		3,786,663		39,720		9,051,121

Proposal No. 3 – Approval of the Amendment and Restatement of the 2014 Equity Incentive Plan

The Company’s stockholders approved by the following votes the amendment and restatement of the 2014 Equity Incentive Plan to modify certain terms relating to the granting of performance-based awards and to increase the share reserve:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
30,895,024		4,208,129		39,920		9,051,121

Proposal No. 4 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified by the following votes the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2015:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
44,130,985		49,922		13,287		0

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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.

 

Date: June 1, 2015