Date of report (Date of earliest event reported): November 9, 2022
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
Delaware
000-22874
94-2579683
(State or other jurisdiction
of incorporation or organization)
(Commission file number)
(I.R.S. Employer
Identification Number)
1445 South Spectrum Blvd, Suite 102, Chandler, Arizona85286
(Address of principal executive offices and zip code)
(408) 404-3600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of the exchange on which registered
Common Stock, $0.001 par value
VIAV
The Nasdaq Stock Market LLC
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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders holding and entitled to vote 211,260,108 shares of the Company's Common Stock, or approximately 93.3% of the total outstanding shares of the Company's Common Stock on the record date for the Annual Meeting were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following three proposals, each of which is described in detail in the Company’s 2022 Proxy Statement. The final voting results are reported below.
Proposal 1: To elect nine directors to serve until the 2023 Annual Meeting of Stockholders:
Director
For
Withheld
Broker Non-Votes
Richard Belluzzo
174,287,872
19,474,848
17,497,388
Keith Barnes
185,460,227
8,302,493
17,497,388
Laura Black
191,499,150
2,263,570
17,497,388
Tor Braham
193,481,105
281,615
17,497,388
Timothy Campos
189,514,574
4,248,146
17,497,388
Donald Colvin
192,748,629
1,014,091
17,497,388
Masood Jabbar
190,030,397
3,732,323
17,497,388
Oleg Khaykin
192,923,289
839,431
17,497,388
Joanne Solomon
193,527,975
234,745
17,497,388
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 1, 2023:
For
Against
Abstain
209,385,298
1,811,139
63,671
Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
For
Against
Abstain
Broker Non-Votes
178,168,718
15,465,569
128,433
17,497,388
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.
VIAVI SOLUTIONS INC.
Date: November 16, 2022
By:
/s/ Kevin Siebert
Name:
Kevin Siebert
Title:
Senior Vice President, General Counsel & Secretary
