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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): May 25, 2011
ARRIS Group, Inc.
 
(Exact name of registrant as specified in its charter)
         
Delaware   000-31254   58-2588724
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
3871 Lakefield Drive, Suwanee, Georgia   30024
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: 678-473-2000
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:
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.
The Company’s annual meeting of stockholders was held on May 25, 2011. The following matters were voted upon:
1.   An election of ten directors was held, and the shares so present were voted as follows for the election of each of the following:
                 
    Votes For     Votes Withheld  
Alex B. Best
    103,938,548       2,690,372  
Harry L. Bosco
    103,940,298       2,688,622  
James A. Chiddix
    103,703,857       2,925,063  
John Anderson Craig
    100,306,319       6,322,601  
Matthew B. Kearney
    103,939,354       2,689,566  
William H. Lambert
    100,282,684       6,346,236  
John R. Petty
    100,318,620       6,310,300  
Robert J. Stanzione
    99,326,935       7,301,985  
Debora J. Wilson
    103,943,230       2,685,690  
David A. Woodle
    98,223,143       8,405,777  
In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.
2.   A proposal was made to approve the 2011 Stock Incentive Plan, and the shares so present were voted as follows:
                         
    Votes For     Votes Against     Votes Abstain  
Approval of the 2011 Stock Incentive Plan
    79,319,811       22,049,448       5,259,662  
In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.
3.   A proposal was made to ratify the retention of Ernst & Young LLP as the independent registered public accounting firm for ARRIS Group, Inc. for 2011, and the shares so present were voted as follows:
                         
    Votes For     Votes Against     Votes Abstain  
Approval of the retention of Ernst & Young LLP
    111,776,534       4,528,382       170,129  
4.   A proposal was made to approve, on a non-binding advisory basis, of executive compensation of the named executive officers, and the shares so present were voted as follows:
                         
    Votes For     Votes Against     Votes Abstain  
Approval of the executive compensation
    91,492,623       9,842,597       5,293,700  
In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.
5.   A proposal was made to approve, on a non-binding advisory basis, the frequency of a shareholder vote to approve the compensation of the named executive officers, and the shares so present were voted as follows:
                                 
    Number of Shares     Number of Shares     Number of Shares     Number of Shares  
    Voted for 3 Years     Voted for 2 Years     Voted for 1 Year     Abstain  
Approval of the frequency of a shareholder vote to approve executive compensation
    20,653,876       4,046,367       76,612,910       5,315,767  
In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.

 


 

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.
         
  ARRIS Group, Inc.
 
 
  By:   /s/ David B Potts    
    David B Potts   
    Executive Vice President and CFO   
 
Date: June 8, 2011