JDS Uniphase Corporation (JDSU)

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JDS Uniphase Corporation (JDSU)

November 14, 2012 12:00 pm ET


Martin A. Kaplan - Chairman, Member of Compensation Committee, Member of Corporate Development Committee and Member of Corporate Governance Committee

Andrew Pollack - Senior Vice President, General Counsel and Secretary

Thomas H. Waechter - Chief Executive Officer, President and Director


Martin A. Kaplan

Good morning. It is now exactly 9 a.m., and this annual meeting will please come to order. Welcome to the 2012 Annual Meeting of Stockholders of JDSU Uniphase Corporation, which is being held here at 690 North McCarthy, Milpitas, California. We're pleased that you're with us. I am Marty Kaplan, Chairman of the Board of Directors of the company, and I will presiding as Chairman at this annual meeting.

Let me move on to introduce the other directors and officers of the company, who are here today. Hal Covert, Rick Belluzzo, Keith Barnes, Penny Herscher. And Masood Jabbar is missing, he had a personal emergency the did not allow him to attend. We also have many of the company's senior officers here. I won't introduce them all, but you might just raise your hands, so our guests know where you are, right here in front.

Okay. Now that we've completed the introductions, let me proceed with the official business of the annual meeting. The agenda for this annual meeting is to vote on the matters presented to the stockholders of the company. After we adjourn the annual meeting, we will make a presentation. Tom will do that, and you will have an opportunity to answer -- ask and have questions answered. The audio portion of this annual meeting, as well as the presentation and the question-and-answer period after the annual meeting are being broadcast live on our website, and a recording of these proceedings will be available to listeners after the annual meeting has concluded.

Let me begin. It is now approximately 9:02 a.m. and the polls are open. I will now ask Andrew Pollack, our General Counsel, who will also be acting as the Secretary and Inspector of Elections for this meeting, to present the matters to the stockholders for the vote. As the Inspector of Elections, Mr. Pollock, will you proceed?

Andrew Pollack

Thank you, Mr. Chairman. There are 5 proposals to be voted upon.

First, the election of 2 Class II directors to serve until the 2015 Annual Meeting. The Board of Directors nominees are Richard Belluzzo and Harold Covert; second, to ratify the appointment of PriceWaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending June 29, 2013; third, to approve on the nonbinding advisory basis the company's compensation of its [indiscernible] executive officers; fourth, to approve an amendment for the company's Certificate of Incorporation to eliminate the classified structure of the Board of Directors; and finally, fifth, to approve amendments to the company's amended and restated 2003 Equity Incentive Plan to, among other things, increase the number of shares available under the plan by an additional 10 million shares and extend the term of the plan for an additional 10 years. The shareholders are entitled to vote at this annual meeting consist of the outstanding shares of our common stock on the record date for this annual meeting, which was September 17, 2012 and through the JDSU Uniphase special voting share indiscernible].

We will now proceed with the voting on these matters. Before we close the polls, if you did not turn in a proxy and would like to change your previous vote on any matters to be voted upon today, please raise your hand and a ballot will be a distributed to you. By completing the ballot, clearly mark your vote on the ballot, sign your name in the way your shares are registered. Put your name below your signature, and indicate the number of shares you own.

[indiscernible] proxy cards or ballots have been collected, [indiscernible] our secretary of the annual meeting. I'm pleased to report that the Notice of the Annual Meeting and the proxy statement for this annual meeting will now be available on October 2, 2012 all stockholders of record at the close of business on September 17, 2012. A copy of the latest [ph] annual meeting and an affidavit [indiscernible] will be filed with the minutes of meetings of the annual meeting, along with the list of stockholders and the minutes of the annual meeting. We will [indiscernible] on the record date first holding a duly executed proxy and such stockholders will vote on matters presented at this annual meeting.

[indiscernible] present at this annual meeting in person or by proxy, holders of common stock of the company and [indiscernible] Canada that are entitled to cast a majority of the 233,744,060 votes entitled to be cast at this annual meeting. A quorum is present. Since notice was duly given and a quorum is present, I announce that the polls are now closed.

I will now report the results. The votes cast for the election of the Class II directors show not less than 145 million votes for the election of Richard. Belluzzo and not less than 145 million votes for the election of Hal Covert, which represents in each case a majority of the holders of the company's common stock and exchange of shares entitled to vote at this annual meeting that are present in person or by proxy. Mr. Belluzzo and Mr. Covert have therefore been elected Class II directors to serve a 3-year term until the Annual Meeting of Stockholders in 2015.

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