[8-K] VIAVI SOLUTIONS INC. Reports Material Event

Rhea-AI Filing Summary

Viavi Solutions Inc. reported the results of its 2025 Annual Meeting of Stockholders held on November 12, 2025. Stockholders representing about 205.7 million shares, or roughly 92% of outstanding common stock on the record date, were present in person or by proxy. All nine director nominees received strong majority support and were elected to serve until the 2026 annual meeting.

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers. They also approved an amendment and restatement of the 2003 Equity Incentive Plan. In addition, stockholders approved amendments to the company’s Certificate of Incorporation to add an officer exculpation provision permitted under Delaware law, and the amended and restated charter became effective upon filing with the State of Delaware on November 13, 2025.

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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 12, 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)

(I.R.S. Employer Identification Number)

1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286

(Address of principal executive offices and zip code)

(408) 404-3600

(Registrant’s telephone number, including area code)

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

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))

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 (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 12, 2025, Viavi Solutions Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s existing Fourth Restated Certificate of Incorporation as disclosed in Item 5.07 below. The amendments provide for officer exculpation as permitted by the Delaware General Corporation Law, as further described in the Company's definitive proxy statement filed on October 3, 2025, under the heading “Proposal 5 - Approval of an Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision.” Subsequent to the approval, the Company filed on November 13, 2025, with the Secretary of the State of Delaware, an Amended and Restated Certificate of Incorporation, which became effective upon filing.

The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

At the Annual Meeting, the Company's stockholders holding and entitled to vote 205,682,080 shares of the Company's Common Stock, or approximately 92% of the total outstanding shares of the Company's Common Stock on the record date for the Annual Meeting were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following five proposals, each of which is described in detail in the Company’s 2025 Proxy Statement. The final voting results are reported below.

Proposal 1: To elect nine directors to serve until the 2026 Annual Meeting of Stockholders:

Director						For						Against						Abstain						Broker Non-Votes
Richard E. Belluzzo						183,998,277						7,157,651						45,231						14,480,921
Keith Barnes						185,485,181						5,669,078						46,900						14,480,921
Laura Black						189,023,798						1,519,356						658,005						14,480,921
Richard John Burns						190,758,870						391,817						50,472						14,480,921
Donald Colvin						189,762,058						1,389,943						49,158						14,480,921
Eugenia M. Corrales						190,780,979						373,419						46,761						14,480,921
Doug Gilstrap						190,761,231						395,910						44,018						14,480,921
Oleg Khaykin						190,298,596						866,608						35,955						14,480,921
Joanne Solomon						190,782,351						370,836						47,972						14,480,921

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026:

For						Against						Abstain
200,728,070						4,889,545						64,465

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

For						Against						Abstain						Broker Non-Votes
179,253,889						11,847,964						99,306						14,480,921

Proposal 4: To approve, the amendment and restatement of the Company's 2003 Equity Incentive Plan:

For						Against						Abstain						Broker Non-Votes
185,845,145						5,253,536						102,478						14,480,921

Proposal 5: To approve, the amendment and restatement of the Company’s Certificate of Incorporation to include an officer exculpation provision.

For						Against						Abstain						Broker Non-Votes
178,470,353						12,657,389						73,417						14,480,921

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.            Description

3.1                Amended and Restated Certificate of Incorporation

104                Cover Page Interactive Data File - the cover page iXBRL tags are embedded      within the Inline XBRL document.

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.

Date: November 18, 2025

By:

/s/ Kevin Siebert

Name:

Kevin Siebert

Title:

Senior Vice President, General Counsel & Secretary

FAQ

What did VIAV stockholders vote on at the 2025 Annual Meeting?

Stockholders of Viavi Solutions Inc. (VIAV) voted on five items: electing nine directors, ratifying PricewaterhouseCoopers LLP as auditor for fiscal 2026, approving executive compensation on an advisory basis, approving amendments to the 2003 Equity Incentive Plan, and approving amendments to the Certificate of Incorporation to include an officer exculpation provision.

Were all Viavi Solutions (VIAV) director nominees elected?

Yes. All nine director nominees of Viavi Solutions Inc. received majority support and were elected to serve until the 2026 Annual Meeting of Stockholders. Each director received significantly more votes for than against, with additional broker non-vote shares reported.

Did VIAV stockholders approve the officer exculpation charter amendment?

Yes. Stockholders approved the amendment and restatement of Viavi Solutions Inc.'s Certificate of Incorporation to add an officer exculpation provision permitted by Delaware law, with 178,470,353 votes for, 12,657,389 against, and 73,417 abstentions, plus broker non-votes. The amended and restated charter became effective upon filing with the Delaware Secretary of State on November 13, 2025.

How many VIAV shares were represented at the 2025 Annual Meeting?

At the 2025 Annual Meeting, stockholders of Viavi Solutions Inc. holding and entitled to vote 205,682,080 shares of common stock were present in person or by proxy. This represented approximately 92% of the total outstanding common shares on the record date, indicating a high level of shareholder participation.

Did Viavi Solutions (VIAV) stockholders approve the 2003 Equity Incentive Plan amendment?

Yes. Stockholders approved the amendment and restatement of Viavi Solutions Inc.'s 2003 Equity Incentive Plan, with 185,845,145 votes for, 5,253,536 against, and 102,478 abstentions, along with broker non-votes. This maintains the company’s equity-based compensation framework as updated in the proposal.

Was the compensation of VIAV named executive officers approved by stockholders?

Yes. On a non-binding advisory basis, stockholders of Viavi Solutions Inc. approved the compensation of the company’s named executive officers, with 179,253,889 votes for, 11,847,964 against, and 99,306 abstentions, in addition to broker non-votes.

Who is the auditor for Viavi Solutions (VIAV) for fiscal year 2026?

PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for Viavi Solutions Inc. for fiscal year 2026, receiving 200,728,070 votes for, 4,889,545 against, and 64,465 abstentions.