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SHORETEL INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 6, 2014, ShoreTel, Inc. ("ShoreTel") made a change in the Retention Incentive Agreement for Pankaj Malhotra, ShoreTel's Senior Vice President of Engineering (the "Executive"). The Executive's Retention Incentive Agreement (the "Agreement") will now become a "Tier 2" Agreement, instead of the current "Tier 3" Agreement. The Tier 2 Agreement provides as follows: Termination in Absence of a Change of Control. In the event of employment termination without cause in the absence of a change of control of the company, and upon the execution of a binding release agreement, the executive will be entitled to receive (1) a lump sum payment in an amount equal to six months of his base salary, less applicable withholding taxes, and (2) reimbursement of premiums paid for continuation coverage for six months pursuant to COBRA. Termination Upon a Change of Control. In the event of employment termination without cause upon a change of control of our company, and upon the execution of a binding release agreement, the executive will be entitled to receive (1) a lump sum payment in an amount equal to twelve months of base salary, less applicable withholding taxes, (2) a lump sum payment in an amount equal to 100% of annual target bonus, less applicable withholding taxes, (3) acceleration of 75% of all outstanding equity awards, and (4) reimbursement of premiums paid for continuation coverage for twelve months pursuant to COBRA. Item 5.07 Submission of Matters to a Vote of Security Holders. ShoreTel held its Annual Meeting of Stockholders on November 6, 2014 (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities and Exchange Act. At the Annual Meeting, the Company's stockholders voted on the following three matters and cast their votes as described below: (1) The election of two Class II directors to the Board of Directors to hold office for a three-year term; (2) The ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending June 30, 2015; and (3) The approval, on an advisory basis, of the compensation of the Company's Named Executive Officers. The following is a summary of the voting results for each matter presented to the stockholders: Proposal I - Election of Class II Directors The Company's stockholders elected two Class II directors to the Board of Directors to serve for a three-year term or until their successors are duly elected and qualified as set forth below: Total Vote Total Vote for Withheld From Nominee Each Director Each Director Broker Non-Votes Donald Joos 44,222,228 1,166,714 13,565,225 Kenneth D. Denman 43,216,505 2,172,437 13,565,225 -------------------------------------------------------------------------------- Proposal II - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Auditors for the Fiscal Year Ending June 30, 2015 The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending June 30, 2015 as set forth below: For Against Abstain 55,744,894 3,158,010 51,263 Proposal III - Approval, on an advisory basis, of the compensation of the Company's Named Executive Officers The Company's stockholders cast their votes with respect to the advisory vote on approval of the compensation of the Company's Named Executive Officers as set forth below: For Against Abstain Broker Non-Votes 44,468,056 873,058 47,828 13,565,225 -------------------------------------------------------------------------------- |