UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 16, 2018 | ||
Ciena Corporation (Exact Name of Registrant as Specified in Its Charter) | ||
Delaware (State or Other Jurisdiction of Incorporation) | ||
0-21969 | 23-2725311 | |
(Commission File Number) | (IRS Employer Identification No.) | |
7035 Ridge Road, Hanover, MD | 21076 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(410) 694-5700 | ||
(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): | ||
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(d) Effective October 16, 2018, the Board of Directors of Ciena Corporation (“Ciena”) increased the size of the Board to nine directors and appointed Joanne B. Olsen to fill the newly created vacancy in Class II of the Board. The term of office for Class II directors does not expire until the 2020 Annual Meeting. However, in accordance with Ciena’s Second Amended and Restated Bylaws, Ms. Olsen will stand for election at the 2019 Annual Meeting of stockholders to serve the remainder of the Class II term, or until her successor is duly elected and qualified. Also effective October 16, 2018, Ms. Olsen was appointed to serve on both the Compensation Committee and the Governance and Nominations Committee of the Board. Ms. Olsen, age 60, most recently served as Executive Vice President of Global Cloud Services and Support at Oracle until her retirement in August 2017. In that role, she drove Oracle’s cloud transformation services and support strategy, partnering with leaders across all business units. Ms. Olsen led a team of cloud customer experience experts, covering consulting, support, implementation, education and managed cloud services. She previously served as Senior Vice President and leader of Oracle's applications sales, alliances, and consulting organizations in North America. Ms. Olsen began her career with IBM, where, over the course of more than three decades, she held a variety of executive management positions across sales, global financing and hardware. Ms. Olsen also serves on the board of directors of Teradata Corporation. The Board also approved the grant, effective as of November 1, 2018, of a restricted stock unit award representing shares of Ciena common stock with a target delivered value of approximately $92,600. The amount of the award reflects Ciena's standard compensation program for initial equity awards to new directors, pro-rated based on the date of election by the Board. Provided Ms. Olsen continues her service on the Board, the restricted stock unit award will vest in its entirety on December 20, 2019. In connection with her service on the Board of Directors, Ms. Olsen will also be entitled to the standard non-employee director compensation arrangements as set forth under the heading “Director Compensation” in Ciena’s most recent proxy statement filed with the SEC. A copy of the press release announcing the appointment of Ms. Olsen to Ciena's Board of Directors is furnished as Exhibit 99.1. |
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibit is being filed herewith:
Exhibit Number | Description of Document |
Exhibit 99.1 | |
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 thereunto duly authorized. |
Ciena Corporation | ||
Date: October 18, 2018 | By: | /S/ David M. Rothenstein |
David M. Rothenstein | ||
Senior Vice President, General Counsel and Secretary | ||
FOR IMMEDIATE RELEASE
Ciena Appoints Joanne Olsen to Board of Directors
HANOVER, Md. - October 18, 2018 - Ciena® Corporation (NYSE: CIEN), a networking systems, services, and software company, today announced that Joanne B. Olsen has been appointed to Ciena’s Board of Directors. Ms. Olsen also serves on the board of directors of Teradata Corporation.
Ms. Olsen, 60, most recently served as Executive Vice President of Oracle Global Cloud Services and Support until her retirement in 2017. In that role, she drove Oracle’s cloud transformation services and support strategy, partnering with leaders across all business units. Ms. Olsen led a team of cloud customer experience experts, covering consulting, support, implementation, education and managed cloud services. She previously served as Senior Vice President and leader of Oracle's applications sales, alliances and consulting organizations in North America. Ms. Olsen began her career with IBM, where, over the course of more than three decades, she held a variety of executive management positions across sales, global financing and hardware.
“We are very excited to welcome Joanne to Ciena’s board. She brings a strong combination of sales, support and product experience in global cloud services as well as a shared philosophy about how to guide customers through strategic transformations and seize new opportunities,” said Gary B. Smith, president and CEO of Ciena. “We look forward to her perspectives on building intelligent and adaptive networks and her contributions to the continued execution of our strategic plan.”
Ms. Olsen received a B.A. in Mathematics, Economics and Accounting from East Stroudsburg University.
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About Ciena
Ciena (NYSE: CIEN) is a networking systems, services, and software company. We provide solutions that help our clients create more adaptive networks in response to the constantly changing demands of their users. By delivering best-in-class networking technology through high-touch consultative relationships, we build the world’s most sophisticated networks with automation and scale. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.
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You are encouraged to review the Investors section of our website, where we routinely post press releases, SEC filings, recent news, financial results, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that are based on our current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied, because of risks and uncertainties, including those detailed in our most recent annual and quarterly reports filed with the SEC. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.