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PROCERA NETWORKS, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 2, 2014



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

Procera Networks, Inc. (the "Company") held the 2014 Annual Meeting of Stockholders (the "Annual Meeting") on May 29, 2014 at the Company's offices located at 47448 Fremont Boulevard, Fremont, California 94538. At the Annual Meeting, the Company's stockholders were asked to vote upon:

1. The election of eight nominees to the Company's Board of Directors to serve until the 2015 annual meeting of stockholders. The nominees for election were James F. Brear, Staffan Hillberg, Alan B. Lefkof, Mary Losty, Scott McClendon, Douglas Miller, Thomas Saponas and William Slavin; 2. An advisory vote to approve the compensation of the Company's named executive officers; and 3. The ratification of the selection by the Audit Committee of the Company's Board of Directors of McGladrey LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014.



The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 17,907,869 shares of the 20,660,157 shares of the Company's common stock entitled to vote, were as follows:

1. The election of each of Messrs. Brear, Hillberg, Lefkof, McClendon, Miller, Saponas and Slavin and Ms. Losty as directors of the Company to serve until the 2015 annual meeting of stockholders, and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal, was approved as follows: BROKER NON- FOR WITHHELD VOTES James F. Brear 11,775,527 1,106,764 5,025,578 Staffan Hillberg 12,135,405 746,886 5,025,578 Alan B. Lefkof 12,312,848 569,443 5,025,578 Mary Losty 12,314,018 568,273 5,025,578 Scott McClendon 12,396,068 486,223 5,025,578 Douglas Miller 12,348,568 533,723 5,025,578 Thomas Saponas 12,387,728 494,563 5,025,578 William Slavin 12,313,398 568,893 5,025,578 2. The advisory vote to approve the compensation of the Company's named executive officers was approved as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 11,383,133 1,463,115 36,043 5,025,578



3. The selection of McGladrey LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES 16,460,235 1,429,294 18,340 0



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Source: Edgar Glimpses


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