CIEN Ciena Corporation

Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals made in connection with annual and special meetings of stockholders, including requiring additional disclosures, representations and warranties from nominating or proposing stockholders and proposed nominees and their respective affiliates and associates about their Ciena stock ownership (including derivative securities), agreements with respect to voting commitments and stock ownership, relationships among the nominating or proposing stockholders and proposed nominees and litigation with Ciena, among other disclosures;

Address matters regarding nominations of directors and solicitations of proxies in compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act“), including:

Requiring the nominating stockholder or beneficial owner to represent that it intends to solicit proxies or votes from stockholders representing at least 67% of the voting power of the shares entitled to vote on the election of directors;

Requiring the nominating stockholder to provide prompt notice, no later than five business days prior to the applicable stockholder meeting, of reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) of the Exchange Act;

Requiring that a stockholder soliciting proxies from other stockholders use a proxy card color other than white; and

Clarifying that a failure to provide information required by Rule 14a-19 or comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) will result in Ciena disregarding a stockholder’s nomination or proposal of other business;

Limit the number of nominees that a stockholder may nominate to the number of directors to be elected at such meeting;

Modify the provisions relating to adjournment procedures and eliminating the requirement that a list of stockholders be made available at stockholder meetings, in each case, to reflect recent amendments to the DGCL;

Clarify that if a quorum is present when a meeting of stockholders is convened, withdrawal of stockholders will not invalidate the quorum; and

Make various other updates, including administrative, ministerial, refining and conforming changes and adding gender neutral language.