8-K

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): March 13, 2018

CALIX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34674	68-0438710
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
1035 N. McDowell Boulevard, Petaluma, California		94954
(Address of principal executive offices)		(Zip Code)

(707) 766-3000

(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))

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  ☐

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

(d)    On March 13, 2018, the Board of Directors (“Board”) of Calix, Inc. (the “Company”) appointed J. Daniel Plants to the Board as a Class III director effective March 14, 2018, authorizing an increase in the number of directors from ten to eleven.

Pursuant to the Company’s director compensation policies, as a non-employee director, Mr. Plants will receive (i) a $40,000 annual retainer for his service on the Board, pro-rated for the remainder of 2018 and paid in quarterly installments, and (ii) upon his appointment, an automatic initial grant of 27,586 restricted stock units under the Company’s 2010 Equity Incentive Award Plan that will vest in full on the one-year anniversary of the date of grant. The foregoing description is qualified in its entirety by reference to the text of (i) the Company’s Non-Employee Director Cash Compensation Policy, as amended, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2017; and (ii) the Company’s Non-Employee Director Equity Compensation Policy, which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2017.

In connection with Mr. Plants’ election to the Board, the Company and Mr. Plants will enter into the Company’s standard indemnification agreement, the form of which was filed with the SEC as Exhibit 10.5 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010.

There is no arrangement or understanding between Mr. Plants and any other persons pursuant to which Mr. Plants was selected as a director, and Mr. Plants has no reportable transactions under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release, dated March 14, 2018, announcing the appointment of Mr. Plants is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 14, 2018.

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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:	March 16, 2018	CALIX, INC.
		By:	/s/    Suzanne Tom
			Suzanne Tom
			VP, General Counsel

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EX-99.1

Exhibit 99.1

Dan Plants, Investor and Veteran Advisor to Public Companies,

Joins Calix Board of Directors

PETALUMA, CA – March 14, 2018 – Calix, Inc. (NYSE: CALX), today announced the addition of veteran investor J. Daniel Plants to the company’s Board of Directors. Mr. Plants brings a wealth of experience as a successful investor, director and advisor to many public companies. Mr. Plants’ investment firm, Voce Capital Management LLC, is a value-oriented, employee-owned investment advisor and is currently the owner of more than 1 million shares of Calix common stock. As a long-term, value-focused investor, Mr. Plants has worked alongside his portfolio companies as they transformed their business models and generated value for stockholders.

“We have recently highlighted the significant transformations that we are driving across Calix to become an all platform company. Bringing a seasoned investor onto the board will help us ensure that all of our constituents benefit from the value we create through this transformation,” said Don Listwin, Calix Chairman. “Dan’s broad experience and knowledge of the technology landscape complements our already diverse, world class board.”

Prior to founding Voce in 2011, Mr. Plants’ two decades of experience featured leadership roles from Wall Street to Sand Hill Road, including executive positions in the mergers and acquisitions groups at Goldman, Sachs & Co. and JPMorgan. Mr. Plants has led dozens of successful M&A transactions and helped raise more than $20 billion in public and private capital for companies across a broad range of industries and market capitalizations. Mr. Plants is an expert in corporate governance, having begun his career as a securities attorney at Sullivan & Cromwell and is a member of the National Association of Corporate Directors. He is currently the Chairman of the Board of Cutera, Inc. (Nasdaq: CUTR).

“Voce has been a long-term investor in Calix and we greatly admire what Carl and the team have built. The metamorphosis of Calix reflects the tectonic industry shifts which they correctly anticipated. Through its software platform strategy, Calix is well positioned to increasingly drive and shape this industry transformation,” said Mr. Plants. “We expect Calix’s strategic shift to coincide with a financial pivot as well. As Calix approaches its target business model it will realize efficiencies that will yield operating leverage and sustainable profitability. The opportunity in front of Calix is extraordinary, and I am delighted to join the Board at this critical inflection point for the Company. I look forward to working with my fellow Board members to create value for all Calix stockholders.”

Mr. Plants will leverage his experience working with technology companies across diverse market segments to help the Calix leadership team realize the full potential of its software platforms.

“The unique platform technology embodied in Calix Cloud, EXOS and AXOS have begun to create enormous value for our customers while enabling Calix to pursue an entirely new business model. I am excited to have Dan join our board to help us translate the execution of our strategy into value for our stockholders as well,” said Carl Russo, Calix president and CEO.

About Calix

Calix, Inc. (NYSE: CALX) – Innovative communications service providers rely on Calix platforms to help them master and monetize the complex infrastructure between their subscribers and the cloud. Calix is the leading global provider of the cloud and software platforms, systems and services required to deliver the unified access network and smart premises of tomorrow. Our platforms and services help our customers build next generation networks by embracing a DevOps operating model, optimize the subscriber experience by leveraging big data analytics and turn the complexity of the smart home and business into new revenue streams.

This press release may contain forward-looking statements that are based upon management’s current expectations and are inherently uncertain. Forward-looking statements are based upon information available to us as of the date of this release, and we assume no obligation to revise or update any such forward-looking statement to reflect any event or circumstance after the date of this release, except as required by law. Actual results and the timing of events could differ materially from current expectations based on risks and uncertainties affecting Calix’s business. The reader is cautioned not to rely on the forward-looking statements contained in this press release. Additional information on potential factors that could affect Calix’s results and other risks and uncertainties are detailed in its quarterly reports on Form 10-Q and Annual Report on Form 10-K filed with the SEC and available at www.sec.gov.

Investor Inquiries:

Thomas J. Dinges, CFA

408-474-0080

Tom.Dinges@calix.com