Viavi Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$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 6, 2024
(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 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders holding and entitled to vote 208,002,257 shares of the Company's Common Stock, or approximately 94% 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 2024 Proxy Statement. The final voting results are reported below.
Proposal 1: To elect eight directors to serve until the 2025 Annual Meeting of Stockholders:
Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Richard Belluzzo | 159,926,486 | 33,314,207 | 52,548 | 14,709,016 | ||||||||||||||||||||||
Keith Barnes | 179,699,951 | 13,541,743 | 51,547 | 14,709,016 | ||||||||||||||||||||||
Laura Black | 190,455,732 | 2,789,319 | 48,190 | 14,709,016 | ||||||||||||||||||||||
Donald Colvin | 192,331,511 | 913,256 | 48,474 | 14,709,016 | ||||||||||||||||||||||
Doug Gilstrap | 190,479,327 | 2,764,345 | 49,569 | 14,709,016 | ||||||||||||||||||||||
Masood Jabbar | 189,694,774 | 3,549,407 | 49,060 | 14,709,016 | ||||||||||||||||||||||
Oleg Khaykin | 190,251,425 | 2,996,749 | 45,067 | 14,709,016 | ||||||||||||||||||||||
Joanne Solomon | 192,435,032 | 803,600 | 54,609 | 14,709,016 | ||||||||||||||||||||||
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2025:
For | Against | Abstain | |||||||||||||||
| 205,481,974 | 2,462,217 | 58,066 | |||||||||||||||
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 | |||||||||||||||||
| 181,920,859 | 11,277,544 | 94,838 | 14,709,016 | |||||||||||||||||
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 13, 2024 | By: | /s/ Kevin Siebert | ||||||||||||||||||
| Name: | Kevin Siebert | |||||||||||||||||||
| Title: | Senior Vice President, General Counsel & Secretary | |||||||||||||||||||