Date of report (Date of earliest event reported): November 10, 2021
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)
7047 E Greenway Pkwy Suite 250,
Scottsdale,
Arizona
85254
(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 222,295,791 shares of the Company's Common Stock, or approximately 92.8% 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 2021 Proxy Statement. The final voting results are reported below.
Proposal 1: To elect eight directors to serve until the 2022 Annual Meeting of Stockholders:
Director
For
Withheld
Broker Non-Votes
Richard Belluzzo
153,031,620
49,816,610
19,447,561
Keith Barnes
164,757,874
38,090,356
19,447,561
Laura Black
200,311,751
2,536,479
19,447,561
Tor Braham
202,643,298
204,932
19,447,561
Timothy Campos
167,742,729
35,105,501
19,447,561
Donald Colvin
199,755,091
3,093,139
19,447,561
Masood Jabbar
198,741,297
4,106,933
19,447,561
Oleg Khaykin
202,162,896
685,334
19,447,561
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 2, 2022:
For
Against
Abstain
220,077,316
2,154,559
63,916
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
113,393,935
89,296,749
157,546
19,447,561
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.
By:
/s/ Kevin Siebert
Name:
Kevin Siebert
Title:
Senior Vice President, General Counsel and Secretary
