RVBD (MM)

 

 

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):

May 22, 2014

 

 

RIVERBED TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33023		03-0448754
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

680 Folsom Street

San Francisco, CA 94107

(Address of principal executive offices, including zip code)

(415) 247-8800

(Registrant’s telephone number, including area code)

199 Fremont Street

San Francisco, CA 94105

(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 8.01.

Other Events

On May 22, 2014, Riverbed Technology, Inc. issued a press release commenting on the results of its 2014 Annual Meeting of Stockholders. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated May 22, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				RIVERBED TECHNOLOGY, INC.
Date: May 22, 2014		By:		/s/ Brett Nissenberg
				Brett Nissenberg
				General Counsel and Senior Vice President

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release, dated May 22, 2014.

Exhibit 99.1

Riverbed Technology Comments on Annual Meeting Results

SAN FRANCISCO, May 22, 2014 (BUSINESS WIRE) —

Riverbed Technology (NASDAQ: RVBD), the leader in application performance infrastructure, today issued the following statement regarding the Riverbed Annual Meeting of Stockholders:

At the Riverbed Annual Meeting of Stockholders, the proposal to re-elect Mark Lewis to the Board of Directors did not receive a majority of votes cast. In addition, the non-binding advisory vote to approve the compensation of the Company’s named executive officers did not receive a majority of votes cast.

The Riverbed Board of Directors will carefully evaluate the results of the Annual Meeting and the Company will continue to engage in dialogue with stockholders. The Board and the Compensation Committee recognize the concerns of stockholders who did not approve the advisory vote on Riverbed’s executive compensation programs, and intend to work closely with our stockholders to address these concerns. In addition, the Board is mindful of the strong connection between the re-election vote and the fact that Riverbed’s stockholder rights plan was not submitted to a vote of our stockholders at the Annual Meeting.

In light of the re-election vote, and in accordance with the Company’s Corporate Governance Guidelines, Mr. Lewis has offered his resignation from the Board, which the Board intends to consider carefully.

About Riverbed Technology

Riverbed at more than $1 billion in annual revenue is the leader in Application Performance Infrastructure, delivering the most complete platform for Location-Independent Computing. Location-Independent Computing turns location and distance into a competitive advantage by allowing IT to have the flexibility to host applications and data in the most optimal locations while ensuring applications perform as expected, data is always available when needed, and performance issues are detected and fixed before end users notice. Riverbed’s 25,000+ customers include 97% of the Fortune 100 and 95% of the Forbes Global 100. Learn more at www.riverbed.com.

Riverbed and any Riverbed product or service name or logo used herein are trademarks of Riverbed Technology, Inc. All other trademarks used herein belong to their respective owners.

SOURCE: Riverbed Technology

INVESTOR RELATIONS CONTACT

Renee Lyall

Riverbed Technology

415-247-6353

renee.lyall@riverbed.com

MEDIA CONTACTS

Sard Verbinnen & Co

John Christiansen / Michael Henson

415-618-8750 / 212-687-8080

jchristiansen@sardverb.com / mhenson@sardverb.com