HARMONIC INC
For the period ended Jun 12, 2025. Filed Apr 30, 2025.
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Jun 12, 2025 · Filed Apr 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
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2024 OVERVIEW
AT-A-GLANCE
Revolutionizing Broadband Networks and Cloud Streaming
RECORD 2024
Performance Highlights
Demonstrated strong ability to ramp in Q3 & Q4 Positions us well for future growth
Delivered on expectations for Q4 and full year 2024 Expanded our footprint with DOCSIS 4.0 and Fiber penetration
Q4 Broadband Rest of World customer growth of over 50% from prior quarter as we focus on customer diversification
Akamai partnership expands opportunities for Video SaaS growth
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 A.M. Pacific Time on Thursday, June 12, 2025
Dear Stockholders of Harmonic Inc:
You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Harmonic Inc., a Delaware corporation (the “Company”), which will be held on Thursday, June 12, 2025, at 9:00 a.m., Pacific Time. The Annual Meeting will be a virtual meeting held over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/HLIT2025 and entering your 16-digit control number located on your proxy card. The meeting will address the following items of business:
| 1. | To elect eight (8) directors to serve until the earlier of the 2026 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal; |
| 2. | To hold an advisory vote to approve named executive officer compensation; |
| 3. | To approve an amendment to the 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 500,000 shares; |
| 4. | To approve the Harmonic Inc. 2025 Equity Incentive Plan; |
| 5. | To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025; and |
| 6. | To transact such other matters as may properly come before the Annual Meeting or any adjournment, postponement or other delay thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. All stockholders of record at the close of business on Tuesday, April 15, 2025, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
On or about April 30, 2025, we expect to send to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials. Unless you have previously requested to receive our proxy materials in paper form or by email, you will receive a Notice of Internet Availability of Proxy Materials. Stockholders who continue to receive paper copies of proxy materials may elect to receive future proxy materials via electronic delivery by enrolling atwww.proxyvote.com.
By Order of the Board of Directors,
Timothy C. Chu
Corporate Secretary
San Jose, California
April 30, 2025
How to Vote
By Telephone:
By Internet:
By Mail:
By Scanning:
Your Vote is Important.
Whether or not you plan to attend the virtual meeting we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. Please refer to your proxy card for additional instructions on voting via the Internet or by telephone. Even if you have voted by proxy, you may still vote in person by attending the virtual meeting.
PROXY STATEMENT TABLE OF CONTENTS
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