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): March 13, 2019
Juniper Networks, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34501 | 770422528 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1133 Innovation Way, Sunnyvale, California |
94089 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 745-2000
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 13, 2019, the Board of Directors (the “Board”) of Juniper Networks, Inc. (the “Company”) appointed Anne T. DelSanto, 55, Executive Vice President and General Manager, Platform at Salesforce.com, Inc. to serve as a member of the Board.
The Board anticipates appointing Ms. DelSanto to one or more committees of the Board at a later date. There are no arrangements or understandings between Ms. DelSanto and any other person pursuant to which Ms. DelSanto was appointed to serve on the Board. There are no family relationships between Ms. DelSanto and any other director or executive officer of the Company and there have been no transactions between Ms. DelSanto and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.
Ms. DelSanto will receive the standard compensation available to the Company’s current non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 10, 2018, but on a pro-rated basis for the initial year. In accordance with the Company’s customary practice, the Company will also enter into its standard form of indemnification agreement with Ms. DelSanto, which agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on August 10, 2018.
A copy of the press release announcing the appointment of Ms. DelSanto is attached hereto as Exhibit 99.1. The information in the press release will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Juniper Networks, Inc. on March 15, 2019. | |
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.
| Juniper Networks, Inc. | ||||||
| Date: March 15, 2019 | By: | /s/ Brian M. Martin | ||||
| Name: Brian M. Martin | ||||||
| Title: Senior Vice President and General Counsel | ||||||
Exhibit 99.1
JUNIPER NETWORKS APPOINTS ANNE DELSANTO TO ITS BOARD OF DIRECTORS
SUNNYVALE, Calif.—March 15, 2019—Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, today announced that it has appointed Anne DelSanto to its Board of Directors, effective March 13, 2019. Anne currently serves as the EVP and General Manager of Salesforce Platform, home to industry-leading platform services, where she is focused on empowering businesses to drive digital transformation by building intelligent, connected apps on Salesforce’s market-leading PaaS.
“On behalf of the entire board of directors, I would like to welcome Anne,” said Scott Kriens, Chairman of the Board at Juniper Networks. “Her depth of experience with enterprises and cloud providers, vast industry knowledge and deep management experience will further enhance our board’s strength and expertise and we look forward to her valuable contributions to Juniper and the board.”
With more than 30 years of experience in the technology industry, Anne has a long history of transforming organizations and cultivating strong identities to foster high-performance and results.
“I’m thrilled to join Juniper’s board of directors. Juniper’s commitment to battling the complexity that its customers face everyday resonates strongly with my personal mission to promote innovation, vision, creativity and a customer-centric focus,” said Anne DelSanto.
Rami Rahim, chief executive officer at Juniper Networks, said, “I am delighted that Anne is joining Juniper’s board, and I look forward to working with Anne and the rest of the board as we continue to capitalize on the cloud transition to drive profitable growth while enhancing value for all shareholders. We remain steadfast in our pursuit of simplicity in our engineering solutions and enabling real competitive advantage for our customers.”
Additional Resources:
| • | Follow Juniper Networks online: Facebook | Twitter | LinkedIn |
| • | Juniper Blogs and Community: J-Net |
About Anne DelSanto
Anne DelSanto is the EVP and GM of Salesforce Platform, home to industry-leading platform services including low-code lightning builders, Heroku, IoT and AppExchange, the number one business app marketplace. In her role, Anne is focused on empowering any business to drive its digital transformation by building intelligent, connected apps on Salesforce’s market leading PaaS.
Anne is a veteran technology executive with more than three decades of experience driving organizations towards exponential growth. That experience includes previous roles at Salesforce leading global Solution Engineering & Cloud Sales, where she executed on CRM SaaS sales strategies, designing solutions and helping customers create transformational change. Prior to Salesforce, Anne served as Group Vice President of Sales Engineering and Consulting at Oracle. She began her career as an Account Systems Engineer with IBM, where she spent several years building solutions for the healthcare market.
A life-long learner, Anne graduated Summa Cum Laude from St. John’s University with a B.S. in Mathematics and Computer Science and earned an M.S. in Administrative Studies from Boston College.
About Juniper Networks
Juniper Networks simplifies the complexities of networking with products, solutions and services in the cloud era to transform the way we connect, work and live. We remove the traditional constraints of networking to enable our customers and partners to deliver automated, scalable and secure networks that connect the world. Additional information can be found at Juniper Networks (www.juniper.net) or connect with Juniper on Twitter, LinkedIn and Facebook.
Juniper Networks, the Juniper Networks logo and Junos are registered trademarks of Juniper Networks, Inc. and/or its affiliates in the United States and other countries. Other names may be trademarks of their respective owners.
Media Relations:
Juniper Networks
Leslie Moore
(408) 936-5767
llmoore@juniper.net
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