Calix Inc filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$CALX
Telecommunications Equipment
Consumer Discretionary
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): August 8, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On August 8, 2024, the Board of Directors (“Board”) of Calix, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved an increase in the number of authorized directors on the Board from eight to nine and appointed Wade Oosterman to the Board as a Class II director with a term expiring at the 2027 annual meeting of stockholders, to fill the newly created directorship.
Pursuant to the Company’s director compensation policies, as a non-employee director, Mr. Oosterman will receive (i) a $50,000 annual retainer for his service on the Board, plus additional amounts for service on committees, pro-rated for the remainder of 2024 and paid in quarterly installments, and (ii) upon his appointment, an automatic initial grant of 7,317 director stock options under the Company’s Amended and Restated 2019 Equity Incentive Award Plan that will vest in full on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the Company’s 2025 annual meeting of stockholders. The foregoing description is qualified in its entirety by reference to the text of (i) the Company’s Non-Employee Director Cash Compensation Policy, as amended February 9, 2023, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2023, and (ii) the Company’s Non-Employee Director Equity Compensation Policy, as amended February 9, 2023, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 24, 2023.
In connection with Mr. Oosterman’s appointment to the Board, the Company and Mr. Oosterman will enter into the Company’s standard indemnification agreement, the form of which was filed with the SEC as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010.
There is no arrangement or understanding between Mr. Oosterman and any other persons pursuant to which Mr. Oosterman was selected as a director, and Mr. Oosterman has no reportable transactions under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release, dated August 12, 2024, announcing the appointment of Mr. Oosterman is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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.
| Date: | August 12, 2024 | Calix, Inc. | ||||||||||||||||||||||||
| By: | /s/ Doug McNitt | |||||||||||||||||||||||||
| Doug McNitt | ||||||||||||||||||||||||||
| EVP, General Counsel | ||||||||||||||||||||||||||
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