Edgar Filing: ARRIS GROUP INC

defr14a

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. 1)

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o Preliminary Proxy Statement
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o Soliciting Material Pursuant to §240.14a-12

Arris Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ARRIS GROUP, INC. 3871 Lakefield Drive Suwanee, GA 30024 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Robert Stanzione, Lawrence Margolis, and David Potts, and each of them, with power to act without the other and with power of substitution as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Arris Group, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the company to be held May 25, 2011 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. (Continued and to be signed on the reverse side.) 14475

ANNUAL MEETING OF SHAREHOLDERS OF ARRIS GROUP, INC. May 25, 2011 PROXY VOTING INSTRUCTIONS INTERNET — Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page. TELEPHONE — Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any COMPANY NUMBER touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. ACCOUNT NUMBER MAIL — Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON — You may vote your shares in person by attending the Annual Meeting. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.arrisi.com/proxy Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. -21033304000000001000 2 052511 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2, 3 AND 4, AND “3 years” FOR PROPOSAL 5. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN 1. Election of Directors: 2. Approval of the 2011 Stock Incentive Plan. NOMINEES: FOR ALL NOMINEES O Alex B. Best 3. Ratification of appointment of Ernst & Young LLP as independent O Harry L. Bosco registered public accounting firm for fiscal year 2011. WITHHOLD AUTHORITY O James A. Chiddix 4. Approval, on an advisory basis, of the compensation of the named FOR ALL NOMINEES O John Anderson Craig executive officers. O Matthew B. Kearney FOR ALL EXCEPT O William H. Lambert 3 years 2 years 1 year ABSTAIN (See instructions below) O John R. Petty 5. Approval, on an advisory basis, of the frequency of a shareholder O Robert J. Stanzione vote to approve the compensation of the named executive officers. O Debora J. Wilson O David A. Woodle 6. In their discretion, such other matters as may properly be brought before the meeting of any adjournment(s) thereof. INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: J MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

ANNUAL MEETING OF SHAREHOLDERS OF ARRIS GROUP, INC. May 25, 2011 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www. arrisi.com/proxy Please sign, date and mailyour proxy card in theenvelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. g 21033304000000001000 2 052511THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2, 3 AND 4, AND “3 years” FOR PROPOSAL 5.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. Election of Directors:NOMINEES:c FOR ALL NOMINEES OAlex B. BestOHarry L. BoscocWITHHOLD AUTHORITY FOR ALL NOMINEESOJames A. ChiddixOJohn Anderson CraigOMatthew B. KearneycFOR ALL EXCEPT (See instructions below)OWilliam H. LambertOJohn R. PettyORobert J. StanzioneODebora J. WilsonODavid A. Woodle INSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: n To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.c FORAGAINSTABSTAIN2. Approval of the 2011 Stock Incentive Plan.c c c3. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2011.c c c4. Approval, on an advisory basis, of the compensation of the named executive officers.c c c3 years2 years1 yearABSTAIN5. Approval, on an advisory basis, of the frequency of a shareholder vote to approve the compensation of the named executive officers.c c c c6. In their discretion, such other matters as may properly be brought before the meeting of any adjournment(s) thereof.MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. c Signature of Shareholder Date: Signature of Shareholder Date: Note:Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.g g