Harmonic (NASDAQ: HLIT) investors back directors, pay and 3M-share plan boost

Rhea-AI Filing Summary

Harmonic Inc. reported that all proposals at its 2026 Annual Meeting of Stockholders were approved. Seven directors were elected, each receiving over 79 million votes in favor with substantial broker non-votes reported separately.

Stockholders approved, on an advisory basis, the compensation of named executive officers and chose to hold future advisory votes on this compensation every one year. They also approved an amendment to the 2025 Equity Incentive Plan to increase the shares of common stock reserved for issuance by 3,000,000 shares. In addition, stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 outstanding on record date: 108,477,403 shares Quorum shares present: 94,717,006 shares Equity plan share increase: 3,000,000 shares +3 more

6 metrics

Shares outstanding on record date 108,477,403 shares Common stock issued and outstanding as of April 8, 2026

Quorum shares present 94,717,006 shares Shares present or represented at 2026 Annual Meeting

Equity plan share increase 3,000,000 shares Additional shares reserved under 2025 Equity Incentive Plan

Say-on-pay votes for 77,824,399 votes Advisory approval of named executive officer compensation

One-year say-on-pay frequency votes 75,781,101 votes Preference for annual advisory vote on executive pay

Auditor ratification votes for 93,911,376 votes Ratification of Ernst & Young LLP for fiscal 2026

Key Terms

broker non-vote, Equity Incentive Plan, independent registered public accounting firm, advisory basis

4 terms

broker non-vote financial

"ABSTAIN | | BROKER NON-VOTE 77,824,399 | | 2,259,461 | | 177,896 | | 14,455,250"

Equity Incentive Plan financial

"approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm"

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.

advisory basis financial

"Stockholders approved, on an advisory basis, the compensation of the named executive officers"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0000851310false00008513102026-06-042026-06-04

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): June 4, 2026

HARMONIC INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-25826	77-0201147
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

2590 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 542-2500

(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(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HLIT	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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.

The Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) at 9:00 a.m. Pacific Time on Thursday, June 4, 2026. The Annual Meeting was a virtual meeting held over the Internet at www.virtualshareholdermeeting.com/HLIT2026. As of April 8, 2026, the record date for the 2026 Annual Meeting, there were 108,477,403 shares of common stock issued and outstanding. A quorum of 94,717,006 shares of common stock was present or represented at the 2026 Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the 2026 Annual Meeting were approved. Those matters were as follows:

1.Stockholders elected seven (7) directors to serve until the earlier of the 2027 Annual Meeting of Stockholders or until their successors are elected and duly qualified.

NAME		FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Nimrod Ben-Natan		79,947,905		252,519		61,332		14,455,250
Patrick Gallagher		78,278,942		1,884,055		98,759		14,455,250
Deborah L. Clifford		79,634,468		519,207		108,081		14,455,250
Stephanie Copeland		79,825,702		331,988		104,066		14,455,250
Dana Crandall		79,760,026		379,598		122,132		14,455,250
Neel Dev		79,920,042		259,068		82,646		14,455,250
David Krall		79,759,654		412,531		89,571		14,455,250

2.Stockholders approved, on an advisory basis, the compensation of the named executive officers.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
77,824,399		2,259,461		177,896		14,455,250

3.Stockholders approved, on an advisory basis, holding future stockholder advisory votes on named executive officer compensation every one year.

1 YEAR		2 YEARS		3 YEARS		ABSTAIN		BROKER NON-VOTE
75,781,101		482,805		3,828,076		169,774		14,455,250

4.Stockholders approved an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 3,000,000 shares.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
75,846,460		4,020,318		394,978		14,455,250

5.Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,2026.

FOR		AGAINST		ABSTAIN
93,911,376		216,061		589,569

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 hereunto duly authorized.

Date: June 5, 2026				HARMONIC INC.
				By:		/s/ Timothy C. Chu
						Timothy C. Chu
						General Counsel, SVP HR and Corporate Secretary

FAQ

What did Harmonic (HLIT) stockholders approve at the 2026 annual meeting?

Stockholders approved all proposals, including electing seven directors, an advisory vote on executive compensation, annual say-on-pay frequency, an increase of 3,000,000 plan shares, and ratification of Ernst & Young LLP as auditor for 2026.

How many Harmonic (HLIT) shares were eligible to vote at the 2026 meeting?

As of the April 8, 2026 record date, Harmonic had 108,477,403 shares of common stock issued and outstanding. These shares were entitled to vote at the 2026 Annual Meeting of Stockholders held on June 4, 2026.

What quorum was present at Harmonic’s 2026 annual stockholder meeting?

A quorum of 94,717,006 shares of common stock was present or represented at the 2026 Annual Meeting. Having this quorum allowed Harmonic to conduct official business and vote on all submitted proposals.

What change was made to Harmonic’s 2025 Equity Incentive Plan?

Stockholders approved an amendment to the 2025 Equity Incentive Plan increasing the number of shares of common stock reserved for issuance by 3,000,000 shares. The vote on this amendment received 75,846,460 votes for and 4,020,318 against, with 394,978 abstentions.

How did Harmonic (HLIT) stockholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved compensation for named executive officers with 77,824,399 votes for, 2,259,461 against, and 177,896 abstentions, plus 14,455,250 broker non-votes. This non-binding vote indicates support for the company’s executive pay structure.

How often will Harmonic hold say-on-pay votes after the 2026 meeting?

Stockholders advised holding future say-on-pay votes every one year. The one-year option received 75,781,101 votes, compared to 482,805 for two years and 3,828,076 for three years, with 169,774 abstentions and 14,455,250 broker non-votes.

Which auditor did Harmonic stockholders ratify for fiscal year 2026?

Stockholders ratified Ernst & Young LLP as Harmonic’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 93,911,376 votes for, 216,061 against, and 589,569 abstentions.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.2 KB