[8-K] Lumentum Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Lumentum Holdings Inc. reported results of its 2025 Annual Meeting held on November 19, 2025. Stockholders approved the new 2025 Equity Incentive Plan, which reserves shares of common stock for future equity awards. All eight director nominees were elected, each receiving over 53 million votes in favor, with broker non-votes of 6,273,339 on each director proposal.

Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 49,092,285 votes for and 6,133,562 against. The 2025 Equity Incentive Plan was approved with 45,653,375 votes for and 9,596,444 against. Deloitte & Touche LLP was ratified as independent auditor for the fiscal year ending June 27, 2026, with 61,391,629 votes for. A total of 61,863,720 shares were represented at the meeting, or 87.24% of the 70,912,590 shares entitled to vote.

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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 19, 2025    

Lumentum Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-36861

47-3108385

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

1001 Ridder Park Drive, San Jose, California 95131

(Address of Principal Executive Offices including Zip code)

(408) 546-5483

(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 of $0.001 per share			LITE			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 (§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 o

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As indicated below, on November 19, 2025, the stockholders of Lumentum Holdings Inc. (the “Company”) approved the 2025 Equity Incentive Plan (the “2025 Plan”), including the reservation of shares of the Company’s common stock for issuance thereunder.

The Company’s board of directors previously approved the 2025 Plan subject to stockholder approval. A detailed summary of the 2025 Plan is set forth in the Company’s proxy statement for its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) filed with the Securities and Exchange Commission on October 7, 2025 (the “2025 Proxy Statement”). A copy of the 2025 Plan is filed herewith as Exhibit 10.1.

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

On November 19, 2025, the Company held the 2025 Annual Meeting. There were 70,912,590 shares issued, outstanding and entitled to vote at the meeting as of the record date of September 25, 2025, of which 61,863,720 shares were represented at the meeting, constituting 87.24%% of the outstanding shares entitled to vote. The proposals considered at the meeting are described in detail in the 2025 Proxy Statement. The proposals voted upon at the meeting and the vote with respect to each such matter are set forth below:

(i) Election of Directors:

Name									For:									Against:									Abstentions:									Broker Non-Votes:
Pamela F. Fletcher									55,121,024									290,936									178,421									6,273,339
Isaac H. Harris									54,966,711									525,570									98,100									6,273,339
Penelope A. Herscher									53,534,149									1,958,149									98,083									6,273,339
Michael E. Hurlston									54,685,773									806,675									97,933									6,273,339
Julia S. Johnson									53,005,061									2,488,126									97,194									6,273,339
Brian J. Lillie									54,871,053									621,065									98,263									6,273,339
Paul R. Lundstrom									55,453,577									38,724									98,080									6,273,339
Ian S. Small									54,646,971									844,641									98,769									6,273,339

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

For:									Against:									Abstentions:									Broker Non-Votes:
49,092,285									6,133,562									364,534									6,273,339

(iv) To approve the 2025 Equity Incentive Plan:

For:									Against:									Abstentions:									Broker Non-Votes:
45,653,375									9,596,444									340,562									6,273,339

(v) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 27, 2026:

For:

Against:

Abstentions:

61,391,629

213,806

258,285

Item 9.01. Financial Statements and Exhibits. 

(d) Exhibits.

 

Exhibit No.						Description
10.1						2025 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (file no. 333-291645) filed with the Securities and Exchange Commission on November 19, 2025)
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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.

LUMENTUM HOLDINGS INC.

By:

/s/ Jae Kim

Name:

Jae Kim

Title:

Senior Vice President, General Counsel and Secretary

November 24, 2025

FAQ

What did Lumentum (LITE) stockholders approve at the 2025 Annual Meeting?

Stockholders approved the 2025 Equity Incentive Plan, elected all eight director nominees, approved on an advisory basis the executive compensation, and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending June 27, 2026.

How many Lumentum (LITE) shares were represented at the 2025 Annual Meeting?

There were 70,912,590 shares issued, outstanding and entitled to vote as of the September 25, 2025 record date, and 61,863,720 shares were represented at the meeting, which was 87.24% of the shares entitled to vote.

Were Lumentum’s 2025 director nominees elected?

Yes. All eight nominees, including Pamela F. Fletcher, Isaac H. Harris, Penelope A. Herscher, Michael E. Hurlston, Julia S. Johnson, Brian J. Lillie, Paul R. Lundstrom, and Ian S. Small, were elected, each receiving over 53 million votes for, with broker non-votes of 6,273,339.

How did Lumentum (LITE) stockholders vote on executive compensation?

On a non-binding advisory basis, stockholders approved the compensation of the named executive officers, with 49,092,285 votes for, 6,133,562 against, 364,534 abstentions, and 6,273,339 broker non-votes.

What were the voting results for Lumentum’s 2025 Equity Incentive Plan?

The 2025 Equity Incentive Plan was approved with 45,653,375 votes for, 9,596,444 votes against, 340,562 abstentions, and 6,273,339 broker non-votes.

Who is Lumentum’s independent auditor for the fiscal year ending June 27, 2026?

Deloitte & Touche LLP was ratified as Lumentum’s independent registered public accounting firm for the fiscal year ending June 27, 2026, with 61,391,629 votes for, 213,806 against, and 258,285 abstentions.

What key exhibit was included with this Lumentum (LITE) Form 8-K?

The filing includes as Exhibit 10.1 the 2025 Equity Incentive Plan, incorporated by reference from Lumentum’s Registration Statement on Form S-8 (file no. 333-291645) filed on November 19, 2025.