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)

HARMONIC INC.

Delaware		000-25826		77-0201147
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification Number)

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):

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))

 

 

On Thursday, May 20, 2010, Harmonic Inc. (the “Company”) held its 2010 Annual Meeting of Stockholders (the “2010 Annual Meeting”) at 8:00 a.m. PDT on Thursday, May 20, at the Company’s office located at 641 Baltic Way, Sunnyvale, CA 94089. As of March 22, 2010, the record date for the 2010 Annual Meeting, there were 96,875,597 shares of common stock issued and outstanding. A quorum of 84,541,020 shares of common stock was present or represented at the 2010 Annual Meeting.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

1995 Stock Plan

The Board of Directors (the “Board”) of the Company previously approved, subject to stockholder approval, amendments to the Company’s 1995 Stock Plan that would (i) increase the number of shares of common stock reserved for issuance thereunder by 10,600,000 shares; (ii) amend the counting provisions for full value equity awards; and (iii) decrease the maximum term of stock options to seven (7) years. At the 2010 Annual Meeting, the stockholders approved these amendments to the 1995 Stock Plan.

A copy of the 1995 Stock Plan was previously filed as Exhibit 1 to the Company’s Definitive Proxy Statement, dated April 9, 2010, and is incorporated herein by reference in its entirety.

2002 Director Stock Plan

The Board previously approved, subject to stockholder approval, amendments to the Company’s 2002 Director Stock Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 400,000 shares, and (ii) amend the counting provisions for full value equity awards. At the 2010 Annual Meeting, the stockholders approved these amendments to the 2002 Director Stock Plan.

A copy of the 2002 Director Stock Plan was previously filed as Exhibit 2 to the Company’s Definitive Proxy Statement, dated April 9, 2010, and is incorporated herein by reference in its entirety.

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

All matters submitted to a vote of the Company’s stockholders at the 2010 Annual Meeting were approved. Those matters were as follows:

														BROKER
NAME		FOR				WITHHELD				ABSTAIN				NON-VOTE
Patrick J. Harshman			65,696,278				1,298,488				—				17,546,254
Lewis Solomon			63,316,910				3,677,856				—				17,546,254
Harold Covert			60,807,970				6,186,796				—				17,546,254
Patrick Gallagher			63,833,188				3,161,578				—				17,546,254
E. Floyd Kvamme			61,077,146				5,917,620				—				17,546,254
Anthony J. Ley			65,580,404				1,414,362				—				17546,254
William F. Reddersen			59,518,048				7,476,718				—				17,546,254
David R. Van Valkenburg			61,552,464				5,442,302				—				17,546,254

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
42,239,131		20,814,680		3,940,955		17,546,254

3.

Stockholders approved an amendment to the 2002 Director Stock Plan to increase the number of shares of common stock reserved for issuance thereunder by 400,000 shares and to amend the counting provisions for full value equity awards.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
49,502,239		13,483,888		4,008,639		17,546,254

FOR		AGAINST				ABSTAIN				BROKER NON-VOTE
80,012,614			4,390,997				137,409			—

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Description
10.1		Harmonic Inc. 1995 Stock Plan*
10.2		Harmonic Inc. 2002 Director Stock Plan**

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.