defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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o Definitive Proxy Statement |
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þ Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Juniper Networks, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
On April 27, 2010, Juniper Networks, Inc. (the Company) submitted the following statement
via email to RiskMetrics Group to clarify the disclosure relating to the determination of Mary
Cranstons independence contained in the Companys definitive proxy statement filed with the
Securities and Exchange Commission on March 30, 2010:
Pillsbury Winthrop was originally retained by the Juniper Networks Audit Committee as counsel to
the Audit Committee in connection with their independent investigation into the companys
historical stock option practices, which investigation was substantially completed in December
2006. Pillsbury has continued to represent the Audit Committee following the completion of the
investigation in a limited capacity on discovery and other litigation matters associated with the
investigation. In February 2010, the Company announced that it has entered into a preliminary
settlement related to the class action lawsuits in connection with its historical stock option
practices. Juniper Networks expects this settlement will receive final court approval in 2010.
Pillsbury Winthrop was retained by the Audit Committee and its investigation was substantially
completed prior to the time when Mary Cranston joined the Juniper Networks Board in November 2007.
Ms. Cranston was not and is not involved in Pillsburys representation of Juniper Networks. In
addition, Ms. Cranston is a retired non-equity partner of Pillsbury and is no longer an employee of
the firm. Ms. Cranston does not receive financial compensation from Pillsbury and does not have a
financial interest in the business of Pillsbury. As such, she is not directly or indirectly
entitled to any of the fees paid by Juniper Networks to the firm.
Juniper Networks will not retain Pillsbury for any new matters so long as Ms. Cranston is
associated with Pillsbury or a member of the Juniper Networks Board. The Company will conclude its
current engagement of Pillsbury upon the earlier of the date all option-related litigation
terminates or within six (6) months from April 27, 2010.