Viavi Solutions (NASDAQ: VIAV) assigns new independent directors to audit, compensation and cybersecurity roles

Rhea-AI Filing Summary

Viavi Solutions Inc. amended a prior report to update the roles of two recently appointed independent directors. The Board appointed Richard Burns to the Compensation Committee. Eugenia Corrales was appointed to the Audit Committee and the Cybersecurity Steering Committee, with all appointments effective August 13, 2025.

The Board determined that both directors are independent under Securities and Exchange Commission and Nasdaq rules. It also concluded that Eugenia Corrales qualifies as an audit committee financial expert under Regulation S-K, reinforcing the Board’s financial oversight and cybersecurity governance capabilities.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 24, 2025

VIAVI SOLUTIONS INC.

(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)	(IRS Employer Identification No.)

1445 South Spectrum Blvd, Suite 102, Chandler, Arizona		85286
(Address of principal executive offices)		(Zip Code)

(408) 404-3600

(Registrant’s telephone number, including area code)

N/A

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

On July 30, 2025, Viavi Solutions Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report that the Board of Directors (the “Board”) of the Company had appointed Richard Burns and Eugenia Corrales as independent directors of the Company, effective July 24, 2025. At the time of the Original 8-K, the Board had not made a determination regarding any committee assignments for Mr. Burns and Ms. Corrales.

The Company is filing this Amendment No. 1 to the Original 8-K to report that, on August 13, 2025, the Board appointed Mr. Burns to the Compensation Committee and Ms. Corrales to the Audit Committee and the Cybersecurity Steering Committee, effective immediately. The Board determined that both directors meet the qualifications for each applicable committee, both directors are “independent” under applicable rules of the Securities and Exchange Commission and Nasdaq listing rules, and Ms. Corrales is an “audit committee financial expert” as defined under Item 407(d) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

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.

	VIAVI SOLUTIONS INC.
	By:	/s/ Kevin Siebert
	Name:	Kevin Siebert
	Title:	Senior Vice President, General Counsel and Secretary
August 18, 2025

FAQ

What change did Viavi Solutions Inc. (VIAV) disclose in this 8-K/A?

Viavi Solutions Inc. updated committee assignments for two independent directors. Richard Burns joined the Compensation Committee, while Eugenia Corrales joined the Audit Committee and Cybersecurity Steering Committee, formalizing their governance roles following their earlier appointment to the Board.

Which Board committees did Richard Burns join at Viavi Solutions Inc. (VIAV)?

Richard Burns was appointed to the Compensation Committee. This role involves oversight of executive and key employee compensation programs, aligning pay structures and incentive plans with the company’s governance framework and regulatory expectations as outlined by the Board.

What committees did Eugenia Corrales join at Viavi Solutions Inc. (VIAV)?

Eugenia Corrales was appointed to the Audit Committee and the Cybersecurity Steering Committee. These positions place her in key oversight roles for financial reporting, internal controls, and cybersecurity-related governance at the company following her independent director appointment.

Is Eugenia Corrales an audit committee financial expert at Viavi Solutions Inc. (VIAV)?

Yes. The Board determined that Eugenia Corrales is an audit committee financial expert as defined under Item 407(d) of Regulation S-K. This designation indicates strong financial expertise to support Viavi’s audit and financial reporting oversight responsibilities.

Are the new Viavi Solutions Inc. (VIAV) directors considered independent?

Yes. The Board concluded that both Richard Burns and Eugenia Corrales are independent directors. Their independence is based on applicable Securities and Exchange Commission requirements and Nasdaq listing rules for service on the specified Board committees.

When did the new committee appointments at Viavi Solutions Inc. (VIAV) become effective?

The committee appointments for Richard Burns and Eugenia Corrales became effective on August 13, 2025. This amendment formally records those effective dates in connection with their roles on the Compensation, Audit, and Cybersecurity Steering Committees.