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: June 17, 2010
(Date of earliest event reported)
McAfee, Inc.
(Exact Name of Registrant as specified in Charter)
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Delaware
(State or other Jurisdiction
of incorporation)
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Commission File No.:
001-31216
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77-0316593
(I.R.S. Employer Identification No.) |
3965 Freedom Circle
Santa Clara, California 95054
(Address of Principal Executive Offices, including zip code)
(408) 346-3832
(Registrant’s telephone number, including area code)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On Thursday, June 17, 2010, McAfee, Inc. (the “Company”) held its 2010 Annual Meeting of
Stockholders (the “2010 Annual Meeting”) at 2:00 p.m. PDT at the Company’s office located at 3965
Freedom Circle, Santa Clara, California 95054. As of the close of business on April 27, 2010, the
record date for the 2010 Annual Meeting, there were 155,993,948 shares of common stock entitled to
vote at the meeting. At the opening of the meeting there were at least 136,787,308 shares of
common stock present in person or by proxy, which constituted a quorum for the transaction of
business.
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
2010 Equity Incentive Plan
The Compensation Committee of the Board of Directors of the Company previously approved,
subject to stockholder approval, the Company’s 2010 Equity
Incentive Plan. At the 2010 Annual Meeting, the Company’s
stockholders approved the 2010 Equity Incentive Plan. There will be
no further grants under the Company’s prior form of
company-wide equity plan, the 1997 Stock Incentive Plan. The maximum aggregate number of shares
that may be issued under the 2010 Equity Incentive Plan is 12,600,000 shares plus any shares available
for issuance under the 1997 Stock Incentive Plan. In addition,
forfeited or cancelled shares subject to awards under the 1997 Stock
Incentive Plan and certain stock plans assumed in connection with
acquisitions by the Company will be available for issuance under the
2010 Equity Incentive Plan.
The foregoing description of the 2010 Equity Incentive Plan is qualified in its entirety by
the terms of the 2010 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
2010
Director Equity Plan
The Compensation Committee of the Board of Directors of the Company previously approved,
subject to stockholder approval, the Company’s 2010 Director
Equity Plan. At the 2010 Annual Meeting, the Company’s stockholders approved the 2010 Director
Equity Plan. There will be no further grants of equity-based awards under the Company’s
prior form of director equity plan, the Amended and Restated 1993 Plan for Outside Directors (the
“Prior Plan”). The maximum aggregate number of shares that may be issued under the 2010 Director
Equity Plan is equal to the number of shares available for issuance
under the Prior Plan. In addition,
forfeited or cancelled shares subject to awards under the Prior Plan will be available for issuance under the
2010 Director Equity Plan. The
formula and mechanics for determining the amount, timing and type of automatic equity grants to
outside directors set forth in the 2010 Director Equity Plan are identical to those set forth in
the Prior Plan.
The foregoing description of the 2010 Director Equity Plan is qualified in its entirety by the
terms of the 2010 Director Equity Plan, which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
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