UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

HARMONIC INC.

Delaware		000-25826		77-0201147
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification Number)

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 5.07		Submission of Matters to a Vote of Security Holders.

Harmonic Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”) at 2:00 p.m. PDT on Wednesday, June 22, 2011 at the Company’s office located at 4300 North First Street, San Jose, CA 95134. As of April 25, 2011, the record date for the 2011 Annual Meeting, there were 114,793,101 shares of common stock issued and outstanding. A quorum of 101,315,839 shares of common stock was present or represented at the 2011 Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the 2011 Annual Meeting were approved. Those matters were as follows:

1.

Stockholders elected eight (8) directors to serve until the earlier of the 2012 Annual Meeting of Stockholders or until their successors are elected and duly qualified.

NAME		FOR				WITHHELD				BROKER NO VOTE
Patrick J. Harshman			76,290,125				6,321,453				18,704,261
Lewis Solomon			70,602,520				12,009,058				18,704,261
Harold Covert			76,372,500				6,239,078				18,704,261
Patrick Gallagher			75,406,260				7,205,318				18,704,261
E. Floyd Kvamme			75,233,835				7,377,743				18,704,261
Anthony J. Ley			76,271,174				6,340,404				18,704,261
William F. Reddersen			76,371,337				6,240,241				18,704,261
David R. Van Valkenburg			76,667,460				5,944,118				18,704,261

2.

Stockholders approved, on an advisory basis, compensation of named executive officers.

FOR		AGAINST				ABSTAIN				BROKER NO VOTE
73,720,350			8,733,444				157,784				18,704,261

3.

Stockholders approved, on an advisory basis, an annual advisory vote on compensation of named executive officers.

1 YEAR		2 YEARS				3 YEARS				ABSTAIN				BROKER NO VOTE
72,370,426			188,651				9,938,946				113,555				18,704,261

			In accordance with the recommendation of our board of directors and the results of our stockholder vote, the Company will hold an advisory vote to approve the compensation of named executive officers of the Company every year, until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executive officers of the Company.
	4.		Stockholders approved an amendment to the Company’s 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 2,000,000 shares to 9,500,000 shares.

FOR		AGAINST				ABSTAIN				BROKER NO VOTE
72,185,327			10,296,359				129,892				18,704,261

5.

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011.

FOR		AGAINST				ABSTAIN				BROKER NO VOTE
98,737,326			2,484,245				94,268				0

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.