Viavi Solutions Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VIAV
Semiconductors
Technology
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): November 12, 2025
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (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 | ||||||||||||||||||||||||||||||||||||||||||
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:
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 12, 2025, Viavi Solutions Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s existing Fourth Restated Certificate of Incorporation as disclosed in Item 5.07 below. The amendments provide for officer exculpation as permitted by the Delaware General Corporation Law, as further described in the Company's definitive proxy statement filed on October 3, 2025, under the heading “Proposal 5 - Approval of an Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision.” Subsequent to the approval, the Company filed on November 13, 2025, with the Secretary of the State of Delaware, an Amended and Restated Certificate of Incorporation, which became effective upon filing.
The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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 205,682,080 shares of the Company's Common Stock, or approximately 92% 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 five proposals, each of which is described in detail in the Company’s 2025 Proxy Statement. The final voting results are reported below.
Proposal 1: To elect nine directors to serve until the 2026 Annual Meeting of Stockholders:
Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Richard E. Belluzzo | 183,998,277 | 7,157,651 | 45,231 | 14,480,921 | ||||||||||||||||||||||
Keith Barnes | 185,485,181 | 5,669,078 | 46,900 | 14,480,921 | ||||||||||||||||||||||
Laura Black | 189,023,798 | 1,519,356 | 658,005 | 14,480,921 | ||||||||||||||||||||||
| Richard John Burns | 190,758,870 | 391,817 | 50,472 | 14,480,921 | ||||||||||||||||||||||
Donald Colvin | 189,762,058 | 1,389,943 | 49,158 | 14,480,921 | ||||||||||||||||||||||
| Eugenia M. Corrales | 190,780,979 | 373,419 | 46,761 | 14,480,921 | ||||||||||||||||||||||
Doug Gilstrap | 190,761,231 | 395,910 | 44,018 | 14,480,921 | ||||||||||||||||||||||
Oleg Khaykin | 190,298,596 | 866,608 | 35,955 | 14,480,921 | ||||||||||||||||||||||
Joanne Solomon | 190,782,351 | 370,836 | 47,972 | 14,480,921 | ||||||||||||||||||||||
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026:
For | Against | Abstain | |||||||||||||||
| 200,728,070 | 4,889,545 | 64,465 | |||||||||||||||
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 | |||||||||||||||||
| 179,253,889 | 11,847,964 | 99,306 | 14,480,921 | |||||||||||||||||
Proposal 4: To approve, the amendment and restatement of the Company's 2003 Equity Incentive Plan:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 185,845,145 | 5,253,536 | 102,478 | 14,480,921 | |||||||||||||||||
Proposal 5: To approve, the amendment and restatement of the Company’s Certificate of Incorporation to include an officer exculpation provision.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 178,470,353 | 12,657,389 | 73,417 | 14,480,921 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
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 18, 2025 | By: | /s/ Kevin Siebert | ||||||||||||||||||
| Name: | Kevin Siebert | |||||||||||||||||||
| Title: | Senior Vice President, General Counsel & Secretary | |||||||||||||||||||