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 11, 2020
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) | ||
| 6001 America Center Drive | San Jose, | California | 95002 |
| (Address of principal executive offices and Zip Code) | |||
(408) 404-3600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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))
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 | ||
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 215,586,314 shares of the Company's Common Stock, or approximately 93.9% 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 four proposals, each of which is described in detail in the Company’s 2019 Proxy Statement. The final voting results are reported below.
Proposal 1: To elect eight directors to serve until the 2020 Annual Meeting of Stockholders:
| Director | For | Withheld | Broker Non-Votes | ||||
| Richard Belluzzo | 189,764,618 | 4,976,753 | 20,844,943 | ||||
| Keith Barnes | 194,013,041 | 728,330 | 20,844,943 | ||||
| Laura Black | 194,552,631 | 188,740 | 20,844,943 | ||||
| Tor Braham | 194,560,727 | 180,644 | 20,844,943 | ||||
| Timothy Campos | 194,556,609 | 184,762 | 20,844,943 | ||||
| Donald Colvin | 194,558,939 | 182,432 | 20,844,943 | ||||
| Masood Jabbar | 191,563,047 | 3,178,324 | 20,844,943 | ||||
| Oleg Khaykin | 194,556,192 | 185,179 | 20,844,943 | ||||
Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 3, 2021:
| For | Against | Abstain | |||
| 212,768,549 | 2,705,249 | 112,516 | |||
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 | |||
| 190,020,235 | 4,517,307 | 203,829 | 20,844,943 | |||
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 | |
| November 17, 2020 | ||