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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 8, 2023
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)

Delaware000-2287494-2579683
(State or other jurisdiction
of incorporation or organization)
(Commission file number)
(I.R.S. Employer
Identification Number)

1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286
(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 classTrading SymbolName of the exchange on which registered
Common Stock, $0.001 par valueVIAV
The Nasdaq Stock Market LLC

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))

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 209,191,241 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 six proposals, each of which is described in detail in the Company’s 2023 Proxy Statement. The final voting results are reported below.

Proposal 1: To elect nine directors to serve until the 2024 Annual Meeting of Stockholders:
Director
For
Against
Abstain
Broker Non-Votes
Richard Belluzzo
166,858,66126,626,721151,86615,553,993
Keith Barnes
185,886,4037,599,375151,47015,553,993
Laura Black
188,679,0494,824,078134,12115,553,993
Tor Braham
192,954,315555,029127,90415,553,993
Donald Colvin
192,825,254684,514127,48015,553,993
Doug Gilstrap
192,098,4081,408,649130,19115,553,993
Masood Jabbar
190,572,2722,911,317153,65915,553,993
Oleg Khaykin
192,274,0181,223,568139,66215,553,993
Joanne Solomon
192,954,323556,346126,57915,553,993

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2024:
For
Against
Abstain
207,260,5121,811,739118,990

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
187,271,1366,187,943178,16915,553,993


Proposal 4: To approve, on a non-binding advisory basis, the frequency of the stockholder votes on the compensation of the Company’s named executive officers:
1-Year2-Years
Three-Years
Abstain
Broker Non-Vote
187,694,53251,1055,780,771110,84015,553,993






Proposal 5: To approve the amendment and restatement of the 2003 Equity Incentive Plan:
For
Against
Abstain
Broker Non-Votes
185,315,2178,149,640172,39115,553,993




Proposal 6: To approve the amendment and restatement of the Employee Stock Purchase Plan:
For
Against
Abstain
Broker Non-Votes
193,331,660173,944131,64415,553,993







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 15, 2023  By: /s/ Kevin Siebert
  Name: Kevin Siebert
  Title: Senior Vice President, General Counsel & Secretary





v3.23.3
Cover
Nov. 08, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 08, 2023
Entity Registrant Name VIAVI SOLUTIONS INC.
Entity Incorporation, State or Country Code DE
Entity File Number 000-22874
Entity Tax Identification Number 94-2579683
Entity Address, Address Line One 1445 South Spectrum Blvd
Entity Address, Address Line Two Suite 102
Entity Address, City or Town Chandler
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85286
City Area Code 408
Local Phone Number 404-3600
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol VIAV
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000912093
Amendment Flag false
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