Amended Current Report Filing (8-k/a)

Broker Non-Votes

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 11, 2020

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)



6001 America Center Drive	San Jose,	California	95002
(Address of principal executive offices and Zip Code)

(408) 404-3600

(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))

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

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. ☐

Explanatory Note.

On November 17, 2020, Viavi Solutions Inc. (the “Company”) filed a Current Report on Form 8-K to report the voting results from its 2020 Annual Meeting of Stockholders (“Annual Meeting”) conducted on November 11, 2020. Due to scrivener’s error, the voting results with respect to the re-election of director Glenda Dorchak to serve until the 2021 Annual Meeting of Stockholders were inadvertently omitted. The Company is filing this Form 8-K/A as an amendment (“Amendment No. 1”) to the aforementioned Form 8-K to include the final voting results for Ms. Dorchak.

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 215,586,314 shares of the Company's Common Stock, or approximately 93.9% 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 three proposals, each of which is described in detail in the Company’s 2020 Proxy Statement. The final voting results are reported below.

Proposal 1: To elect nine directors to serve until the 2021 Annual Meeting of Stockholders:




Director	For	Withheld	Broker Non-Votes
Richard Belluzzo	189,764,618	4,976,753	20,844,943
Keith Barnes	194,013,041	728,330	20,844,943
Laura Black	194,552,631	188,740	20,844,943
Tor Braham	194,560,727	180,644	20,844,943
Timothy Campos	194,556,609	184,762	20,844,943
Donald Colvin	194,558,939	182,432	20,844,943
Glenda Dorchak	194,555,150	186,221	20,844,943
Masood Jabbar	191,563,047	3,178,324	20,844,943
Oleg Khaykin	194,556,192	185,179	20,844,943

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 3, 2021:




For	Against	Abstain
212,768,549	2,705,249	112,516

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

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.