ViaviSolutionsIncFY22Proxy

DEF 14A 1 viavisolutionsincfy22proxy.htm DEF 14A ViaviSolutionsIncFY22Proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to § 240.14a-12

VIAVI SOLUTIONS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2022

Virtual Annual Meeting

of Stockholders

and Proxy Statement

Viavi Solutions, Inc.

November 9, 2022, at

10:00 a.m. Mountain Time

1445 South Spectrum Blvd, Suite 102

Chandler, Arizona 85286

(408) 404-3600

Fiscal Year 2022 (“FY22”) Virtual Annual Meeting of Stockholders & Proxy Statement


YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. PLEASE REFER TO (I) THE INSTRUCTIONS OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, (II) THE SECTION ENTITLED GENERAL INFORMATION BEGINNING ON PAGE 86 OF THIS PROXY STATEMENT, OR (III) IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD.


IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 9, 2022: The notice of Annual Meeting, Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended July 2, 2022, are available free of charge at the following website: www.edocumentview.com/VIAV

GO GREEN!

FOR STOCKHOLDER MATERIALS

Viavi Solutions Inc. is pleased to take advantage of the Securities and Exchange Commission rules allowing companies to furnish this Proxy Statement and Annual Report over the internet to our stockholders who hold Common Stock. We believe that this e-proxy process, also known as “Notice and Access” will expedite the receipt of proxy materials by our stockholders, reduce our printing and mailing expenses and reduce the environmental impact of producing the materials required for our annual meeting of stockholders.

You should refer to the “General Information About the Annual Meeting” portion of the following Proxy Statement or contact our Investor Relations hotline at 408-404-6305 for assistance regarding instructions on how to register for and access our Proxy Statement and Annual Report online.

Dear Stockholders:

The independent directors of Viavi Solutions Inc. (“VIAVI”) and I are inviting you to attend VIAVI’s 2022 Annual Meeting of Stockholders, which will be held virtually on November 9, 2022, at 10:00 a.m. Mountain Time. As we approach the 2022 Annual Meeting, I would like to share with you some of our business and financial highlights from fiscal year 2022 (“FY22”) as well as some of our recent stockholder outreach efforts and ESG Initiatives.


Business and Financial Highlights

During FY22, we demonstrated the overall strength and resilience of our business model. Despite experiencing global supply chain disruptions, higher shipping-related charges, and inflationary pressures, we saw significant improvements in our financial results compared to fiscal year 2021.

Our financial highlights included a record year for revenue and increases in both our GAAP and non-GAAP operating margins, with our non-GAAP operating margin at an all-time high. We also completed a $400 million high-yield 2029 note offering at an attractive 3.75% interest rate, and retired about 57% of existing convertible notes in FY22. Further, during FY22, we repurchased 14.8 million shares of our common stock for $235.5 million.


Investor Outreach and Engagement

We recognize the importance of regular and transparent communication with our stockholders, and we aim to engage with our stockholders on a regular basis.

After last year’s Say on Pay vote, we expanded our outreach and engagement efforts to ensure that stockholders had an opportunity to provide feedback on our executive compensation program, as well as our corporate governance practices and environmental, social and governance (“ESG”) initiatives and other topics of concern. Over the last year, we contacted 25 stockholders representing 70% of total shares outstanding, and engaged with 13 stockholders representing approximately 51% of our total outstanding shares. Following these discussions and in light of our continued commitment to corporate governance best practices, we are making or considering a number of enhancements to our executive compensation program as described in detail in this Proxy Statement. In addition, based on this feedback, we expanded our key corporate governance and ESG disclosures in this Proxy Statement and in our 2022 ESG Report.


Environmental, Social, and Governance

We have taken steps to further strengthen our ESG initiatives, including embracing the practices and behaviors that create the right environment for people to succeed. This included conducting our inaugural ESG Priority Assessment for our 2022 ESG Report, allowing us to identify the environmental, social, and governance topics with the greatest impact on our business strategy, success, and ability to generate long-term value.

The 2022 ESG Report was also our first ESG disclosure aligned with the recommendations of Task Force on Climate-Related Financial Disclosures, and included our second disclosure in alignment with the Sustainability Accounting Standards Board standards. We continue to reduce our environmental impact and maintain a strong company culture in our operations, and advance innovation that delivers a positive impact via our products and services.


FY22 Virtual Annual Meeting

We have designed the virtual 2022 Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement. Whether or not you plan to attend the meeting, please vote as your vote is important.

On behalf of the Board of Directors, we would like to express our appreciation for your continued support of VIAVI.

Sincerely,

Oleg Khaykin

President and Chief Executive Officer

September 29, 2022

Table of Contents


Notice of Annual Meeting			2
VIAVI at a Glance			3
Fiscal Year 2022 Financial Performance			4
Compensation Discussion and Analysis Highlights			5
ESG Highlights
Corporate Governance			8
Corporate Governance Highlights			8
Board Leadership			9
Director Independence			9
Board Composition, Experience and Diversity			10
Board Diversity Matrix			10
Role of the Committees in Risk Oversight			11
Board Oversight of Risk			12
Information Security Oversight			13
The Board of Directors and Its Committees			14
Director Evaluations			19
Director Selection and Nomination Process			20
Stockholder Recommendations for Board Candidates			21
Board Refreshment			21
Communication between Stockholders and Directors			21
Code of Ethics			21
Management Succession Planning			21
Stockholder Engagement and Outreach			23
Environmental, Social and Governance Matters			24
Proposal 1 Election of Directors			30
Our Director Nominees			30
Qualifications, Attributes, Skills and Experience			31
Director Nominee Biographies			33
Director Compensation			38
Proposal 2 Ratification of Independent Auditors			41
Audit and Non-Audit Fees			41
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			42
Audit Committee Report			43
Executive Officers			44


Proposal 3 Advisory Vote on Executive Compensation			45
A Message from the Chair of the Compensation Committee of the Board of Directors			46
Compensation Discussion and Analysis			48
Executive Summary			48
Our Executive Compensation Program			50
2021 Say-on-Pay Advisory Vote - Stockholder Outreach			51
CEO Compensation and Performance Alignment			53
Long-Term Retention PSUs and RSUs			55
Compensation Philosophy			56
Compensation Governance Highlights			56
FY22 Target Compensation			57
FY22 Executive Compensation Overview			58
Elements of FY22 Executive Compensation			59
Other Important Compensation Practices			70
Our Compensation Decision-making Process			71
Compensation Peer Group Comparisons			72
Section 162(m)			72
Stock Ownership Guidelines			73
Compensation Risk Assessment			74
Compensation Committee Report			75
Executive Compensation and Other Information			76
Compensation Committee Interlocks and Insider Participation			88
Security Ownership of Certain Beneficial Owners and Management			88
Certain Related Party Transactions			90
Other Information			91
Note About Forward Looking Statements			91
Websites Referenced in this Proxy Statement			91
Annual Report on Form 10-K and Annual Report to Stockholders			91
General Information About the Annual Meeting			92
Appendix A GAPP to Non-GAAP Reconciliations			A-1

VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | i

NOTICE OF 2022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 9, 2022

Virtual Meeting Logistics


Date	Time	Live Webcast

Wednesday, November 9, 2022	10:00 a.m., Mountain Time	https://meetnow.global/MWX2G6V Access begins at 9:30 a.m., Mountain Time

Items of Business

Stockholders will be asked to vote on the following matters at the 2022 Virtual Annual Meeting of Stockholders (the "2022 Annual Meeting") of VIAVI:

PROPOSAL

BOARD VOTING
RECOMMENDATION

PAGE REFERENCE
(FOR MORE DETAIL)

Management Proposals

Proposal 1. Election of Directors

The Board of Directors (the "Board,” and each member a “Director”) believes that each of the Director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board.

Vote FOR each Director nominee

Proposal 2. Ratification of the Appointment of PricewaterhouseCoopers LLP as VIAVI’s independent registered public accounting firm for fiscal year 2023

The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as VIAVI’s independent auditors is in the best interests of VIAVI and its stockholders.

Vote FOR

Proposal 3. Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers

The Board believes that the compensation of our named executive officers as disclosed in this Proxy Statement for fiscal year 2022 is well aligned with VIAVI’s performance and the interests of our stockholders.

Vote FOR

Stockholders will also consider any other business properly brought before the meeting or any adjournment.

VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 1


Notice of 2022 Annual Meeting

This summary provides an overview of selected information in this year’s Proxy Statement. We encourage you to read the entire Proxy Statement before voting.

Important Meeting Information


Record Date

Stockholders of record as of September 21, 2022 will be able to vote and participate in the 2022 Annual Meeting of Stockholders using the control number included on their Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompanied their proxy materials. Each share of common stock of the Company is entitled to one vote for each director nominee and one vote for each of the proposals.


Proxy Materials

Please note that we are providing proxy materials and access to our Proxy Statement to our stockholders via our website instead of mailing printed copies to each of our stockholders. By doing so, we save costs and reduce our impact on the environment.

Beginning on September 29, 2022, we will mail or otherwise make available to each of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials and vote by telephone or through the internet and includes instructions on how to receive a paper copy of the proxy materials by mail. If you attend the Annual Meeting virtually, you may withdraw your proxy and vote online during the Annual Meeting if you so choose.


Technical Issues

Contact (800) 736-3001 (toll-free) or +1 (781) 575-3100 (international) or review the instructions on the virtual meeting website if you experience any technical difficulties or have trouble accessing the virtual meeting.


Asking Questions

During the meeting, questions can only be submitted in the question box provided at: https://meetnow.global/MWX2G6V

Your Vote is Important

Whether or not you plan to attend the meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. please refer to (i) the instructions of the Notice of Internet Availability of Proxy Materials you received in the mail, (ii) the section entitled General Information About the Annual Meeting beginning on page 86. of this Proxy Statement, or (iii) if you requested to receive printed proxy materials, your enclosed proxy card.

By Order of the Board of Directors,

Oleg Khaykin

President and Chief Executive Officer

Chandler, Arizona

September 29, 2022


IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 9, 2022: The notice of Annual Meeting, Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended July 2, 2022, are available free of charge at the following website: www.edocumentview.com/VIAV

2 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement

VIAVI at a Glance

Our Values

The following six VIAVI business values articulate the cultural identity for VIAVI and provide shared understanding of expectations across the company.

VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 3


VIAVI at a Glance

Fiscal Year 2022 Financial Performance

VIAVI’s financial results for fiscal year 2022 (July 3, 2021 to July 2, 2022, and “FY22”) demonstrate the overall strength and resilience of our business model. Despite experiencing global supply chain disruptions, higher shipping-related charges, and inflationary pressures, we saw significant improvements in our financial results compared to fiscal year 2021 (“FY21”), including a record year for revenue and increases in both our GAAP and non-GAAP operating margins, with our non-GAAP operating margin at an all-time high. GAAP EPS was down largely due to the loss incurred in connection with the repurchase of certain convertible notes. We also made a number of capital structure improvements, which included the completion of a $400 million high-yield 2029 note offering an attractive 3.75% interest rate, and the retirement of about 57% of existing convertible notes in FY22. Also, during FY22, we repurchased 14.8 million shares of our common stock for $235.5 million.

SEC Form DEF 14A filed by Viavi Solutions Inc.