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): December 14, 2011
INFINERA CORPORATION
(Exact name of registrant as specified in its 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:
| ¨ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Named Executive Officer Compensation. On December 14, 2011, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Infinera Corporation (the “Company”) approved the fiscal 2012 compensation for the Company’s named executive officers.
Base Salaries. The Committee approved the following base salary changes for the named executive officers, effective January 1, 2012:
| Named Executive Officer |
Position |
FY11 Base Salary |
FY12 Base Salary |
|||||||
| Thomas J. Fallon |
President and Chief Executive Officer | $ | 300,000 | $ | 300,000 | |||||
| Ita M. Brennan |
Chief Financial Officer | $ | 300,000 | $ | 300,000 | |||||
| Michael O. McCarthy III |
Chief Legal and Administrative Officer | $ | 300,000 | $ | 315,000 | |||||
| Ronald D. Martin |
Sr. Vice President, Worldwide Sales | $ | 350,000 | $ | 350,000 | |||||
| David F. Welch, Ph.D. |
Executive Vice President, Chief Strategy Officer | $ | 300,000 | $ | 350,000 | |||||
Target Bonus Percentages. The Committee approved the following target bonus percentages, as a percentage of base salary, for the named executive officers for 100% achievement under the Company’s fiscal 2012 Bonus Plan, effective January 1, 2012:
| Named Executive Officer |
Position |
FY11 Target Bonus (as a percentage of Base Salary) |
FY12 Target Bonus (as a percentage of Base Salary) | |||
| Thomas J. Fallon |
President and Chief Executive Officer | 125% | 125% | |||
| Ita M. Brennan |
Chief Financial Officer | 65% | 65% | |||
| Michael O. McCarthy III |
Chief Legal and Administrative Officer | 65% | 65% | |||
| Ronald D. Martin |
Sr. Vice President, Worldwide Sales | 100% | 100% | |||
| David F. Welch, Ph.D. |
Executive Vice President, Chief Strategy Officer | 80% | 80% |
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.
| INFINERA CORPORATION | ||||
| Date: December 20, 2011 | By: | /s/ Michael O. McCarthy III | ||
| Michael O. McCarthy III Chief Legal and Administrative Officer | ||||