Calix (NYSE: CALX) holders back directors, KPMG and vote change

Rhea-AI Filing Summary

Calix, Inc. reported results of its annual stockholder meeting held on May 14, 2026. Stockholders elected three Class I directors—Kathleen Crusco, Carl Russo and Michael Weening—to serve until the 2029 annual meeting. They also approved increasing shares reserved under the stock purchase and matching plan by 672,300 shares.

Stockholders approved, on a non-binding advisory basis, the compensation of named executive officers and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. They further approved, on an advisory basis, a stockholder proposal relating to a simple majority vote.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Crusco director votes for: 44,653,525 votes Russo director votes for: 47,092,848 votes Weening director votes for: 48,150,666 votes +5 more

8 metrics

Crusco director votes for 44,653,525 votes Election of Kathleen Crusco as Class I director

Russo director votes for 47,092,848 votes Election of Carl Russo as Class I director

Weening director votes for 48,150,666 votes Election of Michael Weening as Class I director

Plan share increase 672,300 shares Additional shares reserved for stock purchase and matching plan

Plan proposal votes for 40,036,626 votes Approval of plan share increase

Say-on-pay votes for 47,570,890 votes Advisory approval of executive compensation

Auditor ratification votes for 57,677,450 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026

Simple majority votes for 44,579,584 votes Advisory approval of simple majority vote stockholder proposal

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, simple majority vote, +1 more

5 terms

broker non-votes financial

"For | Against | Abstained | Broker Non-Votes 40,036,626 | 9,082,037 | 108,693 | 8,996,932"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory basis regulatory

"To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm regulatory

"To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

simple majority vote regulatory

"To approve, on an advisory basis, a stockholder proposal relating to a simple majority vote"

Amended and Restated Stock Purchase and Matching Plan financial

"increase in the number of shares of common stock reserved for issuance under the matching component of the Calix, Inc. Amended and Restated Stock Purchase and Matching Plan"

Understanding 8-K Material Events →

0001406666FALSE00014066662026-05-142026-05-14

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): May 14, 2026

CALIX, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-34674

68-0438710

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

3155 Olsen Drive, Suite 450, San Jose, California

95117

(Address of principal executive offices)

(Zip Code)

(408) 514-3000

(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 Each Exchange on Which Registered

Common Stock, par value $0.025 per share

CALX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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).  o

2

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Calix, Inc. (the “Company”) on May 14, 2026, the stockholders approved the following proposals, casting their votes as follows:

Proposal 1: To elect three Class I directors to the Company’s Board of Directors (the “Board”) to serve until the 2029 annual meeting of stockholders or until their successors are elected and have been qualified, or until their earlier death, resignation or removal:

Nominee			For			Withheld			Broker Non-Votes
Kathleen Crusco			44,653,525			4,573,831			8,996,932
Carl Russo			47,092,848			2,134,508			8,996,932
Michael Weening			48,150,666			1,076,690			8,996,932

Proposal 2: To approve an increase in the number of shares of common stock reserved for issuance under the matching component of the Calix, Inc. Amended and Restated Stock Purchase and Matching Plan by 672,300 shares:

For			Against			Abstained			Broker Non-Votes
40,036,626			9,082,037			108,693			8,996,932

Proposal 3: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:

For			Against			Abstained			Broker Non-Votes
47,570,890			1,519,777			136,689			8,996,932

Proposal 4: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For			Against			Abstained
57,677,450			425,224			121,614

Proposal 5: To approve, on an advisory basis, a stockholder proposal relating to a simple majority vote:

For			Against			Abstained			Broker Non-Votes
44,579,584			4,509,208			138,564			8,996,932

3

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.

Date:

May 15, 2026

Calix, Inc.

By:

/s/ Doug McNitt

Doug McNitt

EVP, General Counsel

4

FAQ

What did Calix (CALX) stockholders decide at the 2026 annual meeting?

Calix stockholders approved all five proposals presented. They elected three Class I directors, increased shares for the stock purchase and matching plan, backed executive compensation, ratified KPMG as auditor, and supported a stockholder proposal for a simple majority vote, all based on disclosed vote tallies.

Which directors were elected to Calix (CALX) Class I board seats?

Three nominees were elected as Class I directors. Stockholders elected Kathleen Crusco, Carl Russo, and Michael Weening to the board, each to serve until the 2029 annual meeting or until a successor is elected and qualified, or earlier death, resignation or removal.

How many additional shares did Calix (CALX) reserve for its stock purchase and matching plan?

Calix increased the reserve by 672,300 shares of common stock. Stockholders approved this increase for the matching component of the Amended and Restated Stock Purchase and Matching Plan, with 40,036,626 votes for, 9,082,037 against, 108,693 abstentions, and 8,996,932 broker non-votes.

Did Calix (CALX) stockholders approve executive compensation on an advisory basis?

Yes, stockholders approved executive compensation. The non-binding advisory vote on compensation of named executive officers received 47,570,890 votes for, 1,519,777 against, 136,689 abstentions, and 8,996,932 broker non-votes, indicating support for the disclosed pay program at this meeting.

Who will serve as Calix (CALX) independent auditor for fiscal year 2026?

KPMG LLP was ratified as independent registered public accounting firm. The ratification for the fiscal year ending December 31, 2026 received 57,677,450 votes for, 425,224 against, and 121,614 abstentions, reflecting strong stockholder support for retaining KPMG.

What happened with the Calix (CALX) stockholder proposal on simple majority voting?

Stockholders approved the advisory simple majority vote proposal. The proposal received 44,579,584 votes for, 4,509,208 against, 138,564 abstentions, and 8,996,932 broker non-votes, indicating stockholder support for this governance-related recommendation on an advisory basis.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB