Infinera Corporation
6373 San Ignacio Avenue
San Jose,
California 95119
AMENDMENT TO THE
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS
This amendment, dated May 12, 2022, amends and supplements the proxy statement of Infinera Corporation (the “Company”) filed with the
Securities and Exchange Commission on April 1, 2022 (the “Proxy Statement”). The Proxy Statement relates to the Company’s 2022 Annual Meeting of Shareholders, which is scheduled to be held May 19, 2022, at 10:00 a.m.,
Pacific Time (the “Annual Meeting”).
As described in the Proxy Statement, Proposal 2 relates to an amendment to the Infinera Corporation 2016
Equity Incentive Plan (as amended, the “Amended 2016 Plan”) to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 8,500,000 shares. The version of the Amended 2016 Plan included as
Appendix B to the Proxy Statement contained a typographical error and did not properly reflect the number of shares to be reserved for issuance pursuant to the Amended 2016 Plan if Proposal 2 is approved at the Annual Meeting. The summary
description of the Amended 2016 Plan contained in the Proxy Statement reflected the correct number of such shares.
This amendment includes an updated
version of the applicable portion of the Amended 2016 Plan to reflect the number of shares to be reserved for issuance pursuant to the Amended 2016 Plan if Proposal 2 is approved at the Annual Meeting. Except as described in this amendment, the
information provided in the Proxy Statement continues to apply. If information in this amendment differs from or updates information contained in the Proxy Statement, then the information in this amendment is more current and supersedes the
different information contained in the Proxy Statement. THIS AMENDMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
APPENDIX B—INFINERA CORPORATION 2016 EQUITY INCENTIVE PLAN
INFINERA CORPORATION
2016 EQUITY INCENTIVE PLAN
3. Stock Subject to the Plan.
(a) Stock Subject to the Plan. Subject to the provisions of
Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) 43,650,000 Shares, plus (ii) any Shares subject to awards granted under the Company’s 2007 Equity Incentive Plan (the
“Existing Plan”) that, after the effective date of the Plan, expire, are forfeited or otherwise terminate without having been exercised in full to the extent such awards were exercisable, and Shares issued pursuant to awards granted
under the Existing Plan that, after the effective date of the Plan, are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan pursuant to clause (ii) equal to
7,700,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.