Form 8-K





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 18, 2016



Aerohive Networks, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-36355   20-4524700

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

330 Gibraltar Drive

Sunnyvale, California 94089

(Address of Principal Executive Offices including Zip Code)

(408) 510-6100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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

On May 18, 2016, Aerohive Networks, Inc. (the “Company”) held its Annual Meeting of Stockholders for its fiscal year ended December 31, 2015 (the “Annual Meeting”). At the Annual Meeting, there were represented, either in person or by proxy, 37,968,229 shares of the Company’s common stock (“Common Stock”), or 76.82% of a total of 49,422,162 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following two proposals presented at the Annual Meeting, casting their votes as follows:

Proposal No. 1 – Election of Directors

Frank J. Marshall and Conway ‘Todd’ Rulon-Miller were elected by the following votes as Class II directors to hold office until the 2019 Annual Meeting of Stockholders, or until their successors are duly elected and qualified:



   Votes For    Votes Withheld    Broker Non-Votes

Frank J. Marshall

   23,375,736    139,469    14,453,024

Conway ‘Todd’ Rulon-Miller

   23,029,692    485,513    14,453,024

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified by the following votes the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2016:


Votes For

   Votes Against    Abstentions    Broker Non-Votes


   257,449    6,355    0


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.



/s/ Steve Debenham

  Steve Debenham
  Vice President, General Counsel & Secretary

Date: May 20, 2016