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 25, 2011

ARRIS Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-31254		58-2588724
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3871 Lakefield Drive, Suwanee, Georgia		30024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 678-473-2000

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:

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 the Exchange Act (17 CFR 240.14d-2(b))

o		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.

The Company’s annual meeting of stockholders was held on May 25, 2011. The following matters were voted upon:

1.

An election of ten directors was held, and the shares so present were voted as follows for the election of each of the following:

		Votes For				Votes Withheld
Alex B. Best			103,938,548				2,690,372
Harry L. Bosco			103,940,298				2,688,622
James A. Chiddix			103,703,857				2,925,063
John Anderson Craig			100,306,319				6,322,601
Matthew B. Kearney			103,939,354				2,689,566
William H. Lambert			100,282,684				6,346,236
John R. Petty			100,318,620				6,310,300
Robert J. Stanzione			99,326,935				7,301,985
Debora J. Wilson			103,943,230				2,685,690
David A. Woodle			98,223,143				8,405,777

In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.

2.

A proposal was made to approve the 2011 Stock Incentive Plan, and the shares so present were voted as follows:

		Votes For				Votes Against				Votes Abstain
Approval of the 2011 Stock Incentive Plan			79,319,811				22,049,448				5,259,662

In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.

3.

A proposal was made to ratify the retention of Ernst & Young LLP as the independent registered public accounting firm for ARRIS Group, Inc. for 2011, and the shares so present were voted as follows:

		Votes For				Votes Against				Votes Abstain
Approval of the retention of Ernst & Young LLP			111,776,534				4,528,382				170,129

4.

A proposal was made to approve, on a non-binding advisory basis, of executive compensation of the named executive officers, and the shares so present were voted as follows:

		Votes For				Votes Against				Votes Abstain
Approval of the executive compensation			91,492,623				9,842,597				5,293,700

In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.

5.

A proposal was made to approve, on a non-binding advisory basis, the frequency of a shareholder vote to approve the compensation of the named executive officers, and the shares so present were voted as follows:

Number of Shares

Number of Shares

Number of Shares

Number of Shares

Voted for 3 Years

Voted for 2 Years

Voted for 1 Year

Abstain

Approval of the frequency of a shareholder vote to approve executive compensation

20,653,876

4,046,367

76,612,910

5,315,767

In addition to the votes reported above, there were 9,846,125 broker non-votes for this proposal.

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.

Date: June 8, 2011