VIAVI SOLUTIONS INC.
For the period ended Jun 29, 2024. Filed Sep 27, 2024.
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Jun 29, 2024 · Filed Sep 27, 2024
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to § 240.14a-12 |
VIAVI SOLUTIONS INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2024
Virtual Annual Meeting of Stockholders
and Proxy Statement
Viavi Solutions Inc.
November 6, 2024, at 10:00 a.m. Mountain Time
1445 South Spectrum Blvd, Suite 102
Chandler, Arizona 85286
(408) 404-3600
Fiscal Year 2024 (“FY24”) Virtual Annual Meeting of Stockholders and Proxy Statement
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.
PLEASE REFER TO (I) THE INSTRUCTIONS OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, (II) THE SECTION ENTITLED GENERAL INFORMATION ABOUT THE ANNUAL MEETING BEGINNING ON PAGE 90 OF THIS PROXY STATEMENT, OR (III) IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD.
IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 6, 2024: The Notice ofAnnual Meeting, Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended June 29, 2024, are available free of charge at the following website: www.edocumentview.com/VIAV
GO GREEN!
REGISTER ELECTRONICALLY FOR STOCKHOLDER MATERIALS
Viavi Solutions Inc. is pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules allowing companies to furnish this Proxy Statement and Annual Report over the internet to holders of our common stock. We believe that this e-proxy process, also known as “Notice and Access” will expedite the receipt of proxy materials by our stockholders, reduce our printing and mailing expenses and reduce the environmental impact of producing the materials required for our annual meeting of stockholders.
You should refer to the “General Information About the Annual Meeting” portion of the following Proxy Statement or contact our Investor Relations hotline at 408-404-6305 for assistance regarding instructions on how to register for and access our Proxy Statement and Annual Report online.
Dear Stockholders:
The independent directors of Viavi Solutions Inc. (“VIAVI”) and I are inviting you to attend VIAVI’s 2024 Annual Meeting of Stockholders, which will be held virtually on November 6, 2024, at 10:00 a.m. Mountain Time. As we approach the 2024 Annual Meeting, I would like to share with you some of our business and financial results from fiscal year 2024 (“FY24”) as well as some of our recent stockholder outreach efforts and environmental, social and governance (“ESG”) initiatives.
Business and Financial Results
During FY24, the business environment for VIAVI continued to be challenging, particularly in the North American service provider and enterprise customer markets. Field Instruments demand remained largely at the “maintenance” level due to the absence of major network build-outs and upgrades by Tier 1 service providers, particularly in North America. NE product demand continued to be impacted by sharply reduced research and development (R&D) and production capital expenditure spend by major wireless network equipment manufacturers (NEMs), who have reduced investment in response to significant cutbacks in 5G deployment by wireless operators.
We announced a restructuring plan in the fourth quarter of FY24 to better align our business with the current environment. We also further improved our balance sheet by retiring the 2024 senior convertible Notes upon maturity and repurchasing 2.3 million shares of our common stock for $20.0 million.
In FY25, we expect the conservative spend environment to persist for the remainder of calendar 2024 and a gradual demand recovery in the first half of calendar 2025. Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure. We remain positive on our long-term growth drivers and will continue to focus on executing our strategic priorities over the long-term.
Response to Investor Feedback
We recognize the importance of regular and transparent communication with our stockholders, and we aim to engage with our stockholders on a regular basis. In FY24, we reached out to stockholders representing approximately 40% of shares outstanding to see if they had any additional feedback. We will continue to seek out and consider stockholder feedback in the future as necessary.
Environmental, Social, and Governance Matters
In light of the challenging macroeconomic environment over the past year, we continued to focus on ensuring ongoing alignment of our ESG practices with our business strategy. The ESG Executive Steering Committee exercised oversight with respect to our ESG programs, investments
and goals and worked to balance the near-term needs of the business and our ESG priorities. Our ESG Program Groups – Environmental, Social, Governance and Cybersecurity – continued to advance our ESG program by focusing on topics that are relevant to the business.
FY24 Virtual Annual Meeting
We have designed the virtual 2024 Annual Meeting to provide for the same rights and opportunities to participate as stockholders would have at an in-person meeting. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement. Whether or not you plan to attend the meeting, please vote as your vote is important.
Tor Braham, who has served on VIAVI’s Board since 2015, has expressed a desire not to be renominated, and was not renominated as a result. The Board is grateful to Mr. Braham for his dedication, many years of service, and contributions as a director of our Company.
On behalf of the Board of Directors, we would like to express our appreciation for your continued support of VIAVI.
Sincerely,
President and Chief Executive Officer
Chair of the Board
Table of Contents
| Notice of Annual Meeting | 1 | |
|---|---|---|
| VIAVI at a Glance | 4 | |
| Fiscal Year 2024 Financial Performance | 5 | |
| Compensation Discussion and Analysis Highlights | 6 | |
| Corporate Governance | 10 | |
| Corporate Governance Highlights | 10 | |
| Board Leadership | 11 | |
| Director Independence | 11 | |
| Board Composition, Experience and Diversity | 12 | |
| Board Diversity Matrix | 13 | |
| Risk Oversight | 14 | |
| Human Capital Management Oversight | 15 | |
| The Board and Its Committees | 16 | |
| Director Evaluations | 21 | |
| Director Selection and Nomination Process | 23 | |
| Stockholder Recommendations for Board Candidates | 24 | |
| Board Succession, Refreshment and Diversity | 24 | |
| Majority Voting and Director Resignation and Retirement Policy | 24 | |
| Director Onboarding and Continuing Education | 24 | |
| Communication between Stockholders and Directors | 25 | |
| Code of Ethics | 25 | |
| Insider Trading Policy | 25 | |
| Management Succession Planning | 26 | |
| Stockholder Engagement and Outreach | 27 | |
| Environmental, Social and Governance Matters | 28 | |
| Proposal 1 | Election of Directors | 29 |
| Our Director Nominees | 29 | |
| Qualifications, Attributes, Skills and Experience | 31 | |
| Director Nominee Biographies | 33 | |
| Director Compensation | 37 | |
| Proposal 2 | Ratification of Independent Auditors | 40 |
| Audit Committee Report | 42 | |
| Executive Officers | 43 | |
| Proposal 3 | Advisory Vote on Executive Compensation | 44 |
| A Message from the Chair of the Compensation Committee of the Board of Directors | 45 | |
|---|---|---|
| Compensation Discussion and Analysis | 47 | |
| Executive Summary | 47 | |
| Our Executive Compensation Program | 48 | |
| 2023 Say-on-Pay Advisory Vote - Stockholder Outreach | 49 | |
| CEO Compensation and Performance Alignment | 50 | |
| New CFO Employment Agreement | 51 | |
| Compensation Philosophy | 52 | |
| Compensation Governance Highlights | 52 | |
| FY24 Target Compensation | 53 | |
| FY24 Executive Compensation Overview | 54 | |
| Elements of FY24 Executive Compensation | 55 | |
| Other Important Compensation Practices | 66 | |
| Our Compensation Decision-Making Process | 67 | |
| Compensation Peer Group Comparisons | 68 | |
| Section 162(m) | 68 | |
| Stock Ownership Guidelines | 69 | |
| Compensation Risk Assessment | 70 | |
| Compensation Committee Interlocks and Insider Participation | 71 | |
| Compensation Committee Report | 72 | |
| Executive Compensation and Other Information | 73 | |
| Security Ownership of Certain Beneficial Owners and Management | 86 | |
| Certain Relationships and Related Person Transactions | 88 | |
| Other Information | 89 | |
| Note About Forward Looking Statements | 89 | |
| Websites Referenced in this Proxy Statement | 89 | |
| General Information About the Annual Meeting | 90 | |
| Appendix A | GAAP to Non-GAAP Reconciliations | A-1 |
VIAVI Solutions Inc. | FY 2024 Notice of Annual Meeting & Proxy Statement | i
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