Ciena (NYSE: CIEN) holders back directors, PwC and pay plan

Rhea-AI Filing Summary

Ciena Corporation reported the results of its 2026 annual meeting of stockholders held on March 26, 2026. As of the January 27, 2026 record date, 141,463,456 shares of common stock were outstanding and entitled to vote. Stockholders elected Class II directors Joanne B. Olsen, Mary G. Puma, and Gary B. Smith, each receiving a majority of votes cast, to three-year terms expiring at the 2029 annual meeting. Investors ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026 with 123,082,607 votes for, 5,389,750 against, and 72,869 abstentions. They also approved, on an advisory basis, the named executive officer compensation, with 114,515,974 votes for, 5,360,579 against, 174,352 abstentions, and 8,494,321 broker non-votes.

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

Shares entitled to vote: 141,463,456 shares Votes for Joanne B. Olsen: 104,605,000 votes Votes for Mary G. Puma: 114,242,082 votes +5 more

8 metrics

Shares entitled to vote 141,463,456 shares Common stock outstanding as of January 27, 2026 record date

Votes for Joanne B. Olsen 104,605,000 votes Election of director, Proposal 1

Votes for Mary G. Puma 114,242,082 votes Election of director, Proposal 1

Votes for Gary B. Smith 118,653,413 votes Election of director, Proposal 1

PwC ratification votes for 123,082,607 votes Ratification of independent registered public accounting firm, Proposal 2

PwC ratification votes against 5,389,750 votes Ratification of independent registered public accounting firm, Proposal 2

Say-on-pay votes for 114,515,974 votes Stockholder advisory vote on executive compensation, Proposal 3

Say-on-pay votes against 5,360,579 votes Stockholder advisory vote on executive compensation, Proposal 3

Key Terms

annual meeting of stockholders, independent registered public accounting firm, stockholder advisory vote, broker non-votes

4 terms

annual meeting of stockholders financial

"Ciena Corporation ("Ciena") held its 2026 annual meeting of stockholders"

independent registered public accounting firm financial

"appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for fiscal 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.

stockholder advisory vote financial

"A stockholder advisory vote on the named executive officer compensation described in the proxy materials"

broker non-votes financial

"broker non-votes not counted as a vote either “FOR” or “AGAINST”"

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.

Understanding 8-K Material Events →

0000936395FALSE00009363952025-03-262025-03-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 26, 2026

Ciena Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36250

Delaware

(State or other jurisdiction of incorporation)

7035 Ridge Road, Hanover, MD

(Address of principal executive offices)

23-2725311

(IRS Employer Identification No.)

21076

(Zip Code)

Registrant's telephone number, including area code: (410) 694-5700

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 (see General Instruction A.2. below):
☐			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(s)			Name of each exchange on which registered
Common stock, $0.01 par value			CIEN			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. ☐

ITEM 5.07 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Ciena Corporation ("Ciena") held its 2026 annual meeting of stockholders (the "Annual Meeting") on March 26, 2026. As of the January 27, 2026 record date, there were 141,463,456 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. The matters described below were voted on by stockholders at the Annual Meeting and the number of votes cast with respect to each matter, and with respect to the election of directors, were as indicated below:

Proposal 1 - Election of Directors			For			Against			Abstain			Non-Votes
Joanne B. Olsen			104,605,000			15,351,009			94,896			8,494,321
Mary G. Puma			114,242,082			5,745,697			63,126			8,494,321
Gary B. Smith			118,653,413			1,345,108			52,384			8,494,321

Each director nominee above was elected by the vote of the majority of the votes cast by stockholders in accordance with Ciena's bylaws. Each Class II director will serve a three-year term expiring at the 2029 annual meeting of stockholders, and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, or removal from the Board of Directors.

Proposal 2 - Ratification of Independent Auditors			For			Against			Abstain			Non-Votes
Ratification of the appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for fiscal 2026:			123,082,607			5,389,750			72,869			( 0 )

Proposal 3 - Stockholder Advisory Vote			For			Against			Abstain			Non-Votes
A stockholder advisory vote on the named executive officer compensation described in the proxy materials:			114,515,974			5,360,579			174,352			8,494,321

Proposals 2 and 3 were each approved by the affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on these proposals, with abstentions having the same effect as a vote “AGAINST” and broker non-votes not counted as a vote either “FOR” or “AGAINST” and having no effect on the outcome of the vote.

SIGNATURES

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 thereunto duly authorized.

			Ciena Corporation
Date: March 31, 2026			By:			/S/ Sheela Kosaraju
						Sheela Kosaraju
						SVP, General Counsel and Assistant Secretary

FAQ

What did Ciena (CIEN) stockholders vote on at the 2026 annual meeting?

Ciena stockholders voted on three key items: electing three Class II directors, ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, and approving an advisory vote on named executive officer compensation as described in the proxy materials.

Were Ciena (CIEN) director nominees elected at the 2026 annual meeting?

Yes. All three Class II director nominees—Joanne B. Olsen, Mary G. Puma, and Gary B. Smith—were elected by a majority of votes cast and will serve three-year terms expiring at the 2029 annual meeting, continuing until their successors are elected and qualified or earlier departure.

Did Ciena (CIEN) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as Ciena’s independent registered public accounting firm for fiscal 2026 with 123,082,607 votes for, 5,389,750 against, and 72,869 abstentions, with no broker non-votes reported on this proposal.

How did Ciena (CIEN) investors vote on executive compensation in 2026?

Stockholders approved the advisory vote on named executive officer compensation, with 114,515,974 votes for, 5,360,579 against, and 174,352 abstentions. There were 8,494,321 broker non-votes, which were not counted as for or against in determining the outcome.

How many Ciena (CIEN) shares were entitled to vote at the 2026 annual meeting?

As of the January 27, 2026 record date, 141,463,456 shares of Ciena common stock were outstanding and entitled to notice of and to vote at the 2026 annual meeting of stockholders, forming the eligible base for all proposals considered.

Filing Exhibits & Attachments

3 documents

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