viav-202202180000912093false00009120932022-02-182022-02-18
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): February 18, 2022
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 000-22874 | | 94-2579683 |
(State or other jurisdiction
of incorporation or organization) | | (Commission file number) | | (I.R.S. Employer
Identification Number) |
| | | | | | | | | | | |
| 7047 E Greenway Pkwy Suite 250, | Scottsdale, | Arizona | 85254 |
| (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:
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| 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.
Appointment of Joanne Solomon
On February 18, 2022, the Board of Directors (the “Board”) of Viavi Solutions Inc. (the “Company” or “VIAVI”) appointed Joanne Solomon as a director of the Company and appointed Ms. Solomon to serve on the Company’s audit committee (the “Audit Committee”), effective immediately. The Board determined that Ms. Solomon is “independent” as defined in the applicable rules and regulations of the Securities and Exchange Commission and The Nasdaq Stock Market listing rules and is an “audit committee financial expert” as defined under Item 407(d) of Regulation S-K of the Exchange Act.
Following her appointment, Ms. Solomon will serve until the 2022 annual meeting of VIAVI stockholders (the “2022 Meeting”) or until her earlier resignation or removal.
Ms. Solomon served as Chief Financial Officer of Maxeon Solar Technologies Ltd. from January 2020 to March 2021. From July 2017 to September 2019, she served as Chief Financial Officer at Katerra Inc. Prior to that, she worked for 16 years at Amkor Technology, Inc., one of the world's largest providers of semiconductor packaging and test services, in various roles including CFO. Solomon began her career at Price Waterhouse.
Ms. Solomon earned a Bachelor of Science in Business Accounting from Drexel University and a Master of Business Administration in International Management from Thunderbird School of Global Management.
Ms. Solomon will be entitled to the Company's standard director compensation as described below:
Cash Compensation
Each non-employee director is entitled to an annual retainer of $70,000, paid quarterly, plus payment of out-of-pocket expenses relating to their service as Board members. In addition, directors receive the following additional annual payments for service on the committees of the Board:
Audit:
Member, $15,000; Chair, $32,000
Compensation:
Member, $10,000; Chair, $24,000
Governance or Corporate Development:
Member $7,500; Chair $15,000
Equity Compensation
Upon initial appointment to the Board, each non-employee director will receive a grant of restricted stock units (“RSUs”) having a value on the date of the grant based on the current fiscal year annual RSU grant value for each non-employee director of $210,000 pro-rated by the number of months served during the period up to the next annual equity grant date, currently anticipated to occur in November, 2022. This initial pro-rated grant shall vest in November 2022 on the earlier of the annual shareholder meeting date or the one-year anniversary of the current fiscal year annual RSU grant. Subsequent annual RSU grants provide for an annual vesting over a one-year period and upon such vesting each RSU is converted into one share of the Company’s common stock.
The Company and Ms. Solomon have entered into the Company’s standard form of director indemnification agreement (the “Indemnification Agreement”), providing for the Company to indemnify Ms. Solomon as a director of the Company for certain potential risks as specified in the Indemnification Agreement. A copy of the Company’s form of Indemnification Agreement is attached as Exhibit 10.9 to the Current Report on Form 8-K which the Company filed with the Securities and Exchange Commission on April 20, 2015 and is incorporated by reference herein.
There are no arrangements or understandings between Ms. Solomon and any other persons pursuant to which she was selected as a director, and she does not have any family relationships with any of the Company’s directors or executive officers. Ms. Solomon does not have has a direct or indirect material interest in any transaction that is reportable under Item 404(a) of Regulation S-K.
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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| | VIAVI SOLUTIONS INC. |
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| | By: | /s/ Kevin Siebert |
| | Name: | Kevin Siebert |
| | Title: | Senior Vice President, General Counsel and Secretary |
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| February 23, 2022 | | |
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