calx-202108110001406666FALSE00014066662021-08-112021-08-11
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): August 11, 2021
CALIX, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 001-34674 | | 68-0438710 |
(State or other jurisdiction
of incorporation) | | (Commission
File No.) | | (I.R.S. Employer
Identification No.) |
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2777 Orchard Parkway, San Jose, California | | 95134 |
| (Address of principal executive offices) | | (Zip Code) |
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(408) 514-3000 |
| (Registrant’s telephone number, including area code) |
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
Common Stock, par value $0.025 per share | | CALX | | New York Stock Exchange |
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).
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). o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) In connection with continued uncertainty stemming from the COVID-19 pandemic, on August 11, 2021, the Compensation Committee of the Board of Directors of Calix, Inc. (the “Company”) amended the Letter Agreement by and between the Company and Michael Weening, the Company’s President and Chief Operating Officer, dated November 27, 2019, as amended through November 12, 2020 (the “Letter Agreement”) to (a) extend the deadline for Mr. Weening to relocate to the general vicinity of the Company’s San Jose, California offices, to earn a relocation allowance, from November 27, 2021 to August 11, 2023 and (b) to remove the requirement for Mr. Weening’s residence in San Jose, California to be his primary residence. Other than the amendments noted above, the Letter Agreement remains in full force and effect in accordance with its terms.
The Letter Agreement was previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on December 3, 2019, and the Amendment to Letter Agreement dated November 12, 2020 was previously filed as Exhibit 10.6 to the Annual Report on Form 10-K filed by the Company on February 22, 2021.
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.
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| Date: | August 16, 2021 | | | | | CALIX, INC. |
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| | | | | | By: | | /s/ Cory Sindelar |
| | | | | | | | Cory Sindelar |
| | | | | | | | Chief Financial Officer |