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 15, 2013

INFINERA CORPORATION
(Exact Name of Registrant as Specified in 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 ( 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))	

 

Item 5.07.	Submission of Matters to a Vote of Security Holders.	
The Annual Meeting of Stockholders (the “Annual Meeting”) of Infinera Corporation (the “Company”) was held on May 15, 2013. At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as described below.
Proposal 1 – Election to the Board of Directors of Three Class III Directors
The individuals listed below were elected at the Annual Meeting to serve on the Company’s Board of Directors (the “Board”) for a three-year term expiring at the 2016 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.

Name	  	For	 	  	Against	 	  	Withheld	 	  	Non-Votes	 	
Kenneth A. Goldman	  	 	53,039,046	  	  	 	N/A	  	  	 	1,525,691	  	  	 	40,055,943	  	
Carl Redfield	  	 	53,048,121	  	  	 	N/A	  	  	 	1,516,616	  	  	 	40,055,943	  	
Mark A. Wegleitner	  	 	53,039,353	  	  	 	N/A	  	  	 	1,525,384	  	  	 	40,055,943	  	
In addition, Thomas J. Fallon, Kambiz Y. Hooshmand, Philip J. Koen, Dan Maydan, Ph.D., Paul J. Milbury and David F. Welch, Ph.D. will continue to serve as members of the Company’s Board until the expiration of their respective terms or until their respective successors have been duly elected and qualified.
Proposal 2 – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 28, 2013
Proposal 2 was a management proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2013, as described in the proxy materials. This proposal was approved.

For	  	Against	  	Abstain	  	Non-Votes	
92,711,072	  	1,531,935	  	377,673	  	N/A	
Proposal 3 – An Advisory Vote on our Executive Compensation
Proposal 3 was a management proposal to approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2012, as described in the proxy materials. This proposal was approved.

For	  	Against	  	Abstain	  	Non-Votes	
53,320,537	  	1,049,020	  	195,180	  	40,055,943	
 
2

SIGNATURE
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	
			
	 	By:	 	 /s/ ITA M. BRENNAN	
	 		 	Ita M. Brennan	
	 		 	Chief Financial Officer	
			
Date: May 17, 2013	 		 		
 
3