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) May 1 28, 2025

JUNIPER NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34501

77-0422528

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)


1133 Innovation Way
Sunnyvale,	California	94089
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (408) 745-2000

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	JNPR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 5.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 1 28, 2025, ~~Juniper~~at ~~Networks,~~the ~~Inc.~~2025 ~~(“we”,~~Annual ~~“our”~~Meeting orof Stockholders (the “~~Company~~Annual Meeting”) ~~issued~~of aJuniper ~~press~~Networks, ~~release~~Inc. in(the ~~which~~“Company”), wethe ~~announced~~Company’s ~~preliminary~~stockholders ~~financial~~approved ~~results for~~ the ~~quarter~~amendment ~~ended~~and ~~March 31,~~restatement ~~2025. A copy~~ of the ~~press~~Juniper ~~release~~Networks, ~~is furnished as Exhibit 99~~Inc.1 to2015 ~~this~~Equity ~~report.~~Incentive ~~The~~Plan ~~Company~~(as ~~also~~amended ~~posted~~and onrestated, the ~~Investor~~“Amended ~~Relations~~and ~~section~~Restated of2015 ~~its website (www.juniper.net~~Plan”) ~~prepared~~to, ~~remarks~~among ~~with~~other ~~respect~~things, toincrease the ~~quarter~~number ~~ended~~of ~~March 31,~~shares ~~2025.~~of ~~Information~~common onstock ~~our~~reserved ~~website~~for isissuance ~~not~~thereunder by 9,000,000 ~~and~~shares. ~~will~~The ~~not~~Amended beand ~~deemed,~~Restated a2015 ~~part~~Plan ofpreviously ~~this~~had ~~report~~been orapproved, ~~incorporated~~subject ~~into~~to ~~any~~stockholder ~~other~~approval, ~~filings~~by the Company’s ~~makes~~Board ~~with~~of Directors (the ~~Securities~~“Board”) ~~and~~on ~~Exchange~~February ~~Commission.~~12, 2025.

~~The~~A ~~information~~more ~~furnished~~complete ~~pursuant~~description toof ~~this~~the ~~Item 2.02,~~terms ~~including~~of ~~Exhibit~~the ~~99.1,~~Amended ~~shall~~and ~~not~~Restated 2015 Plan can be ~~deemed~~found asin “~~filed”~~Proposal ~~for~~No. ~~purposes~~4—Approval of ~~Section 18~~the Amendment and Restatement of the Juniper Networks, Inc. 2015 Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange ~~Act~~Commission of(the ~~1934,~~“SEC”) ason ~~amended~~April 16, 2025 (the “~~Exchange~~2025 ~~Act~~Proxy Statement”), orwhich ~~otherwise~~description ~~subject~~is toincorporated ~~the~~by ~~liabilities~~reference ofherein. ~~that~~The ~~section,~~foregoing description and ~~shall~~the ~~not~~descriptions be incorporated by reference ~~into~~from ~~any~~the ~~registration~~2025 ~~statement~~Proxy orStatement ~~other~~are ~~document~~qualified ~~filed~~in ~~under~~their ~~the~~entirety ~~Securities~~by ~~Act~~reference ofto ~~1933,~~the asAmended ~~amended~~and Restated 2015 Plan, ora ~~the~~copy ~~Exchange~~of ~~Act,~~which ~~except~~is filed as ~~shall~~Exhibit be10.1 ~~expressly~~to ~~set~~this ~~forth~~report byand ~~specific~~incorporated ~~reference~~herein inby ~~such filing~~reference.

Item 95.0107 ~~Financial~~Submission ~~Statements~~of ~~and~~Matters ~~Exhibits.~~to a Vote of Security Holders

At the Annual Meeting, the Company’s stockholders voted upon the following proposals described in the 2025 Proxy Statement: (d1) ~~Exhibits~~to elect ten directors; (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) to approve a non-binding advisory resolution on executive compensation; (4) to approve the amendment and restatement of the Company’s 2015 Equity Incentive Plan; and (5) to vote on a stockholder proposal, if properly presented at the meeting, requesting that the Company reform the election of its directors to list more candidates than the number of directors to be elected to the Board.

Exhibit No.						Description
99.1						Press release issued by Juniper Networks, Inc. on May 1, 2025
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

(1) Proposal for election of ten directors:


	For	Against	Abstain	Broker Non-Votes
Anne DelSanto	242,608,932	6,379,733	227,800	35,539,948
Kevin DeNuccio	242,749,893	6,227,887	238,685	35,539,948
James Dolce	246,307,533	2,685,235	223,697	35,539,948
Steven Fernandez	244,034,645	4,742,844	438,976	35,539,948
Christine Gorjanc	248,525,864	466,803	223,798	35,539,948
Janet Haugen	243,890,025	5,097,217	229,223	35,539,948
Scott Kriens	234,120,516	14,893,706	202,243	35,539,948
Rahul Merchant	248,034,767	975,082	206,616	35,539,948
Rami Rahim	247,986,406	1,027,161	202,898	35,539,948
William Stensrud	219,371,069	29,627,305	218,091	35,539,948

(2) Proposal to ratify Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025:


For	Against	Abstain
258,167,601	25,786,956	801,856

(3) Proposal to approve a non-binding advisory resolution on executive compensation:


For	Against	Abstain	Broker Non-Votes
230,094,894	18,055,563	1,066,008	35,539,948

(4) Proposal to approve the amendment and restatement of the Company’s 2015 Equity Incentive Plan:


For	Against	Abstain	Broker Non-Votes
234,806,464	13,559,443	850,558	35,539,948

(5) Stockholder proposal requesting that the Company reform the election of its directors to list more candidates than the number of directors to be elected to the Board:


For	Against	Abstain	Broker Non-Votes
7,795,576	239,401,808	2,019,081	35,539,948

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
10.1						Amended and Restated Juniper Networks, Inc. 2015 Equity Incentive Plan*

104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

*						Filed herewith

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.

	Juniper Networks, Inc.
May 1, 2025	By:	/s/ Kenneth B. Miller
May 29, 2025	By:	/s/ Robert Mobassaly
	Name:	~~Kenneth~~Robert ~~B. Miller~~Mobassaly
	Title:	~~Executive~~Senior Vice President, ~~Chief~~and ~~Financial~~General ~~Officer~~Counsel

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