Delaware
(State or Other Jurisdiction
of Incorporation)
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001-31989
(Commission File Number)
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91-2145721
(IRS Employer
Identification Number)
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12120 Sunset Hills Road, Suite 330, Reston, Virginia
(Address of Principal Executive Offices) |
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20190
(Zip Code) |
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 240.13e-2(c))
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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.
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·
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increased the number of shares of common stock available for awards under the 2017 Plan by 1,000,000 shares (from 1,125,000 to 2,125,000);
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·
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provided that outstanding stock awards of a retiring director may vest due to acceleration, at the sole discretion of the Board, prior to the minimum vesting period without affecting the 5% exception, because a more significant portion of director compensation is now paid in shares of restricted stock; and
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·
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provided that stock awards in employment agreements may vest prior to the minimum vesting period due to contractual acceleration without affecting the 5% exception.
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders.
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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||||
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|||||||
David B. Potts
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13,815,178
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690,007
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635,304
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3,825,226
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Lance L. Weaver
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14,330,616
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169,764
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640,109
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3,825,226
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For
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Against
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Abstain
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Broker Non-Votes
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BDO USA, LLP
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18,860,378
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86,837
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18,500
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0
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For
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Against
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Abstain
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Broker Non-Votes
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Advisory vote on executive compensation
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13,173,461
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1,954,791
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12,237
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3,825,226
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For
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Against
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Abstain
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Broker Non-Votes
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Amendment No. 1
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14,668,613
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456,388
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15,488
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3,825,226
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ITEM 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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Amendment No. 1 to Internap Corporation 2017 Stock Incentive Plan (incorporated herein by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 12, 2018)
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INTERNAP CORPORATION
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Date: June 7, 2018
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By:
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/s/ Richard P. Diegnan
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Richard P. Diegnan
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SVP and General Counsel
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