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): November 11, 2020

_______________________

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Delaware		001-33278	20-5961564
(State or other jurisdiction		(Commission File	(I.R.S. Employer
of incorporation)		Number)	Identification No.)
200 Parker Dr., Suite C100A, Austin, Texas 78728
(Address of principal executive offices, including zip code)
		(408)-941-7100
	Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	AVNW	NASDAQ Stock Market LLC

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2)

¨
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 5.07 Submission of Matters to a Vote of Security Holders.

VOTING RESULTS OF FISCAL YEAR 2020 ANNUAL MEETING OF STOCKHOLDERS

The fiscal year 2020 Annual Meeting of Stockholders of the Company was held on November 11, 2020. For more information about the proposals set forth below, please see the Company's definitive Proxy Statement filed with the SEC on September 25, 2020. A total of 4,775,288 (or approximately 88.1%) of the Company's shares issued, outstanding and entitled to vote at the fiscal year 2020 Annual Meeting of Stockholders were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the fiscal year 2020 Annual Meeting of Stockholders.

(1) Proposal 1 - Election of Directors

	Number of Shares
Nominee	For	Against	Abstain	Broker Non-Votes
John Mutch	3,805,120	123,511	6,784	839,873
Dahlia Loeb	3,809,895	118,876	6,644	839,873
Kenneth Kong	3,809,770	119,013	6,632	839,873
John J. Quicke	3,810,039	118,739	6,637	839,873
Peter Smith	3,810,133	118,938	6,344	839,873
Dr. James C. Stoffel	3,804,375	120,972	10,068	839,873

(2) Proposal 2 - Ratification of the appointment by the Audit Committee of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2021.

	Number of Shares
	For	Against	Abstain
Proposal 2	4,714,124	42,822	18,342

(3) Proposal 3- Advisory, non-binding vote to approve the Company’s named executive officer compensation.

	Number of Shares
	For	Against	Abstain	Broker Non-Votes
Proposal 3	3,721,424	199,335	14,656	839,873

(4) Proposal 4- Approval of the Company’s tax benefit preservation plan.

	Number of Shares
	For	Against	Abstain	Broker Non-Votes
Proposal 4	3,597,976	328,407	9,032	839,873

SIGNATURE

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.

	AVIAT NETWORKS, INC.
November 13, 2020	By:	/s/ Eric Chang
		Name:	Eric Chang
		Title:	Senior Vice President and Chief Financial Officer

XML

Cover	Nov. 11, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 11, 2020
Entity Registrant Name	AVIAT NETWORKS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33278
Entity Tax Identification Number	20-5961564
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	AVNW
Security Exchange Name	NASDAQ
Soliciting Material	false
Pre-commencement Tender Offer	false
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78728
Pre-commencement Issuer Tender Offer	false
Entity Address, Address Line One	200 Parker Dr., Suite C100A
Entity Emerging Growth Company	false
Entity Address, City or Town	Austin
City Area Code	(408)
Local Phone Number	941-7100
Entity Central Index Key	0001377789
Amendment Flag	false
Soliciting Material	false