Form 8-K

 

 

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): January 30, 2012

 

 

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) Annual Equity Awards. On January 30, 2012, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Infinera Corporation (the “Company”) approved equity awards to certain of the Company’s named executive officers in the form of restricted stock units. The restricted stock units were granted pursuant to the Company’s 2007 Equity Incentive Plan and are comprised of the following numbers of shares underlying restricted stock units:

 

Named Executive Officer

   

Position

   

Restricted Stock Units

Ita M. Brennan

    Chief Financial Officer    64,000

Michael O. McCarthy III

    Chief Legal and Administrative Officer    64,000

Ronald D. Martin

    Senior Vice President, Worldwide Sales    56,000

David F. Welch, Ph.D.

    Executive Vice President, Chief Strategy Officer    79,000

The restricted stock units vest as to one-third of the underlying shares annually on each of February 5, 2013, 2014 and 2015, subject to each named executive officer’s continued service to the Company. The Committee anticipates granting equity awards to Tom Fallon, the Company’s President and Chief Executive Officer, at its next meeting.

Bonus Plan. Pursuant to the Company’s Bonus Plan, the Committee has the discretion to, among other things, determine eligibility for participation, establish bonus pool funding criteria, determine target awards, and establish individual performance criteria. On January 30, 2012, the Committee approved the bonus pool funding and award payout criteria for all employees of the Company, including each of the named executive officers, for fiscal year 2012 (the “2012 Bonus Terms”). The funding of a bonus pool for named executive officers under the 2012 Bonus Terms is based 80% on achievement by the Company against financial performance metrics, including revenue and operating income goals, for fiscal year 2012 (the “Financial Goals”), and 20% on achievement by the Company against certain operational goals for fiscal year 2012 (the “Operational Goals”).

Pursuant to the 2012 Bonus Terms, each named executive officer may be eligible for a midyear bonus payout (the “Midyear Award”) based on the achievement of the Financial Goals for the first two quarters of fiscal year 2012 and the projected achievement of the Financial Goals for the balance of 2012. The Midyear Award, if any, will be determined as the product of: (a) the named executive officer’s Target Bonus (as previously disclosed on Form 8-K filed on December 20, 2011), (b) the named executive officer’s base salary as of the last day of the second quarter of fiscal year 2012, and (c) the percentage of achievement of the Financial Goals against targets established by the Committee. The Midyear Award for each named executive officer will only be paid if the Company is on track to achieve the minimum thresholds established for the Financial Goals. The Midyear Award for each named officer is capped at 100% of such named executive officer’s Target Bonus (as prorated for the first two fiscal quarters of fiscal year 2012).

In addition, pursuant to the 2012 Bonus Terms, each named executive officer may be eligible for a final bonus payout (the “Final Award”) based on the achievement of the Financial Goals and Operational Goals for fiscal year 2012. The Final Award, if any, will be determined as (i) the product of: (a) the named executive officer’s Target Bonus, (b) the named executive officer’s base salary as of the last day of fiscal year 2012, (c) the named executive officer’s individual performance rating (the “Rating Percent”), and (d) the percentage of achievement of the Financial Goals and Operational Goals against targets established by the Committee, minus (ii) any Midyear Award. The Rating Percent will be set at 100%; provided, however, that the Committee, in its sole discretion and upon solicitation of the recommendation of the Company’s Chief Executive Officer, may increase or decrease the Rating Percent for any named executive officer by up to 25%. The Final Award for each named executive officer is capped at 200% of such named executive officer’s Target Bonus less any Midyear Award paid to such named executive officer.

The Committee retains the discretion to modify the 2012 Bonus Terms. The foregoing description is qualified in its entirety by reference to the Bonus Plan, a copy of which is attached as Exhibit 10.1 to the Form 8-K filed on February 14, 2011 and incorporated herein by reference.

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: February 2, 2012   By:  

/s/ MICHAEL O. MCCARTHY III

   

Michael O. McCarthy III

Chief Legal and Administrative Officer

 

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