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): November 9, 2010

AVIAT NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33278		20-5961564
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Address of principal executive offices: 5200 Great America Parkway, Santa Clara, CA 95054
Registrant’s telephone number, including area code: (408) 567-7000
(Former address, if changed since last report): no change

     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:

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

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

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

o		Pre-commencement communications pursuant to Rule 13e-4(c) under o the Exchange Act (17 CFR 40.13e-4(c))

 

 

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

VOTING RESULTS OF 2010 ANNUAL MEETING OF STOCKHOLDERS

The 2010 Annual Meeting of Stockholders of the Company was held on November 9, 2010. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the SEC on September 27, 2010. A total of 52,888,368 (or approximately 89.13%) of the Company’s shares issued, outstanding and entitled to vote at the 2010 Annual Meeting of Stockholders were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2010 Annual Meeting of Stockholders.

(1) Proposal 1 — Election of Directors: Election of eight nominees to the Company’s Board of Directors for a one-year term expiring at the 2011 Annual Meeting of Stockholders, or until their successors are elected and qualified:

		Number of Shares
Nominee		For				Withheld				Broker Non-Votes
Eric C. Evans			46,592,820				832,419				5,463,129
William A. Hasler			45,300,739				2,124,500				5,463,129
Clifford H. Higgerson			45,141,829				2,283,410				5,463,129
Charles D. Kissner			46,504,349				920,890				5,463,129
Raghavendra Rau			46,567,571				857,668				5,463,129
Dr. Mohsen Sohi			45,173,045				2,252,194				5,463,129
Dr. James C. Stoffel			45,171,511				2,253,728				5,463,129
Edward F. Thompson			46,580,912				844,327				5,463,129

Each nominee was elected by the Company’s stockholders, as recommended by the Company’s Board of Directors.

(2) Proposal 2- Ratification of Appointment of Independent Registered Public Accounting Firm: Ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 1, 2011:

•

For:                           52,642,694

•

Against:                    76,482

•

Abstain:                    169,192

Proposal 2 was approved by the Company’s stockholders, as recommended by the Company’s Board of Directors.

SIGNATURE

     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.

		AVIAT NETWORKS, INC.
		By:		/s/ Meena Elliott
				Name:		Meena Elliott
				Title:		Vice President, General
Date: November 11, 2010						Counsel and Secretary