Viavi updates audit and development committees

Q: What board change did Viavi Solutions (VIAV) make to its Audit Committee?

Viavi Solutions appointed independent director Joanne Solomon as Chair of the Audit Committee effective May 12, 2026. She replaces Donald Colvin, who continues serving as an independent director and Audit Committee member, aligning with the company’s board refreshment and succession planning objectives.

Viavi Solutions Inc. reported board-level governance changes focused on committee leadership and composition.

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Form Type

8-K

Rhea-AI Filing Summary

Viavi Solutions Inc. reported board-level governance changes focused on committee leadership and composition. Effective May 12, 2026, independent director Joanne Solomon was appointed Chair of the Audit Committee, replacing Donald Colvin, who remains an independent director and Audit Committee member.

The Board states Mr. Colvin’s decision to step down as chair was not due to any disagreement regarding the company’s operations, policies, or practices, and that the move supports board refreshment and succession planning. Ms. Solomon has served on the Board and Audit Committee since February 2022 and is designated an “audit committee financial expert.”

On the same date, the Board appointed independent director Doug Gilstrap to the Corporate Development Committee. Mr. Gilstrap, who joined the Board in November 2022, also serves on the Compensation Committee. These changes adjust committee responsibilities while maintaining overall board continuity.

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.

Key Terms

Audit Committee, audit committee financial expert, board refreshment, succession planning, +1 more

5 terms

Audit Committee financial

"the Board appointed independent director Joanne Solomon as Audit Committee Chair, effective immediately"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

audit committee financial expert regulatory

"Ms. Solomon has served ... and is an “audit committee financial expert” as defined under Item 407(d)"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

board refreshment financial

"The appointment was made in connection with board refreshment and succession planning"

Board refreshment is the deliberate replacement or addition of corporate board members to bring new skills, perspectives or energy to a company’s oversight team. For investors, it matters because a refreshed board can change a company’s strategy, improve oversight of management and reduce risk—similar to updating the coaching staff of a sports team to fix weaknesses and boost future performance, which can influence investor confidence and the stock price.

succession planning financial

"The appointment was made in connection with board refreshment and succession planning"

A company’s plan for identifying and preparing people to take over key roles when leaders leave, retire, or are unable to work. Like a sports team’s bench and playbook, it ensures someone ready can step in quickly so operations, strategy and investor confidence aren’t disrupted; investors watch it because solid succession planning reduces the risk of sudden leadership gaps that can hurt performance and stock value.

Corporate Development Committee financial

"the Board appointed independent director Doug Gilstrap to the Corporate Development Committee"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Viavi Solutions (VIAV) make to its Audit Committee?

Viavi Solutions appointed independent director Joanne Solomon as Chair of the Audit Committee effective May 12, 2026. She replaces Donald Colvin, who continues serving as an independent director and Audit Committee member, aligning with the company’s board refreshment and succession planning objectives.

Why did Donald Colvin step down as Viavi Solutions’ Audit Committee Chair?

Donald Colvin stepped down as Audit Committee Chair as part of Viavi’s board refreshment and succession planning. The company states his decision was not due to any disagreement with management, the Board, or the company on operations, policies, or practices, and he remains on the Board.

Who is Joanne Solomon, the new Audit Committee Chair at Viavi Solutions (VIAV)?

Joanne Solomon is an independent director who has served on Viavi’s Board and Audit Committee since February 2022. She is designated an “audit committee financial expert” under Regulation S-K, and was appointed Audit Committee Chair effective May 12, 2026, as part of governance planning.

What new committee role did Doug Gilstrap receive at Viavi Solutions?

On May 12, 2026, Viavi’s Board appointed independent director Doug Gilstrap to the Corporate Development Committee. Gilstrap has served on the Board since November 2022 and also sits on the Compensation Committee, expanding his responsibilities across the company’s board committees.

Does Donald Colvin remain on the Viavi Solutions (VIAV) Board after the Audit Committee change?

Yes. Although Donald Colvin stepped down as Audit Committee Chair, he continues to serve as an independent member of Viavi’s Board and Audit Committee. The company emphasizes his transition from the chair role is part of planned board refreshment, not driven by any disagreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:18 PM

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): May 12, 2026

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

Audit Committee Chair Rotation

On May 12, 2026, the Board of Directors (the “Board”) of Viavi Solutions Inc. (the “Company” or “VIAVI”), approved a rotation of Audit Committee chairpersons. Effective May 12, 2026, Donald Colvin stepped down as Chair of the Audit Committee and, upon the recommendation of the Governance Committee, the Board appointed independent director Joanne Solomon as Audit Committee Chair, effective immediately. The appointment was made in connection with board refreshment and succession planning, and Mr. Colvin’s decision to step down as Audit Committee Chair was not the result of any disagreement with the Company, its management, or its Board on any matter relating to the Company’s operations, policies, or practices. Ms. Solomon has served as an independent member of the Board and Audit Committee since February 2022 and 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. Mr. Colvin will continue to serve as an independent member of the Board and Audit Committee.

Corporate Development Committee Appointment

On May 12, 2026, upon the recommendation of the Nomination and Governance Committee, the Board appointed independent director Doug Gilstrap to the Corporate Development Committee. Mr. Gilstrap joined the Board in November 2022 and serves on the Compensation Committee as well.

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

May 18, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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