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RIVERBED TECHNOLOGY, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 23, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the 2014 Equity Incentive Plan

At the 2014 Annual Meeting of Stockholders of Riverbed Technology, Inc. ("Riverbed") held on May 22, 2014 (the "Annual Meeting"), the stockholders of Riverbed approved Riverbed's 2014 Equity Incentive Plan (the "2014 Plan"). The terms and conditions of the 2014 Plan are described in Riverbed's Proxy Statement dated April 9, 2014.

A copy of the 2014 Plan is attached as Exhibit 10.1 and incorporated by reference herein.

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

At the Annual Meeting, the stockholders voted on the following matters:

Proposal One - Director Election. At the Annual Meeting, Mark Lewis did not receive a majority of votes cast in favor of his re-election to the Board of Directors (the "Board"). The table below presents the voting results of the election. In accordance with Riverbed's Corporate Governance Guidelines, Mr. Lewis has offered his resignation from the Board, which the Board intends to consider carefully.

Votes For Votes Against Abstentions* Broker Non-Votes* 59,168,615 74,718,842 216,265 18,247,775

* Abstentions and broker non-votes did not affect the outcome of the election.

Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as Riverbed's independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified.

Votes For Votes Against Abstentions Broker Non-Votes 146,749,199 5,215,482 386,816 0

Proposal Three - Advisory Vote on Executive Compensation. The stockholders did not approve, on a non-binding advisory basis, the compensation of Riverbed's named executive officers.

Votes For Votes Against Abstentions Broker Non-Votes 35,931,696 97,369,464 802,562 18,247,775 Proposal Four - Approval of the 2014 Equity Incentive Plan. The 2014 Plan was approved. Votes For Votes Against Abstentions Broker Non-Votes 84,968,186 48,873,875 261,661 18,247,775

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 10.1 Riverbed Technology, Inc. 2014 Equity Incentive Plan


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Source: Edgar Glimpses

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