VIAV Viavi Solutions

Filed: 19 Nov 20, 4:22pm


Washington, D.C. 20549
(Amendment No. 1)

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
(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,California95002
(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. ☐

Explanatory Note.
On November 17, 2020, Viavi Solutions Inc. (the “Company”) filed a Current Report on Form 8-K to report the voting results from its 2020 Annual Meeting of Stockholders (“Annual Meeting”) conducted on November 11, 2020. Due to scrivener’s error, the voting results with respect to the re-election of director Glenda Dorchak to serve until the 2021 Annual Meeting of Stockholders were inadvertently omitted. The Company is filing this Form 8-K/A as an amendment (“Amendment No. 1”) to the aforementioned Form 8-K to include the final voting results for Ms. Dorchak.

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 three proposals, each of which is described in detail in the Company’s 2020 Proxy Statement. The final voting results are reported below.
Proposal 1: To elect nine directors to serve until the 2021 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
Glenda Dorchak 194,555,150 186,221  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



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.

 By:/s/ Kevin Siebert
 Name:Kevin Siebert
 Title:Senior Vice President, General Counsel and Secretary
November 19, 2020