HARMONIC INC
For the period ended Jun 12, 2025. Filed Apr 30, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 30, 2025
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
| PROPOSAL 1 Election of Directors 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. See page 8 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” EACH OF THE DIRECTOR NOMINEES SET FORTH ABOVE. |
Director Nominees
| Committees | |||
|---|---|---|---|
| Name and Principal Occupation · Independent · Age · Director Since · Audit · Compensation · Corporate Governance and Nominating · Other Current Public Company Boards | |||
| Patrick Gallagher Board Director | 70 | 2007 | Ciena Corporation |
| Nimrod Ben-Natan President and CEO, Harmonic Inc. | 57 | 2024 | None |
| Deborah L. Clifford EVP and Chief Strategy Officer, Autodesk Inc. | 51 | 2018 | None |
| Stephanie Copeland Managing Partner, Four Points Funding LLC | 57 | 2024 | None |
| Dana Crandall Founder, Crandall Consulting | 60 | 2024 | None |
| Neel Dev Chief Financial Officer and Chief Revenue Officer, Congruex | 53 | 2024 | None |
| David Krall Strategic Advisor, Roku, Inc. | 64 | 2018 | Progress Software Corporation Audinate Pty Ltd. |
| Dan Whalen Board Director | 57 | 2024 | None |
Chair Member
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PROXY STATEMENT SUMMARY
Director Nominee Snapshot
| Patrick Gallagher · Nimrod Ben-Natan · Deborah L. Clifford · Stephanie Copeland · Dana Crandall · NeelDev · David Krall · DanWhalen | ||||||||
|---|---|---|---|---|---|---|---|---|
| Skills/Competencies | ||||||||
| Industry Experience · ● · ● · ● · ● · ● · ● · ● | ||||||||
| Innovation/Technology · ● · ● · ● · ● · ● · ● | ||||||||
| Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● |
| Global Experience | ● | ● | ● | ● | ● | ● | ● | ● |
| Finance · ● · ● · ● · ● · ● | ||||||||
| Cybersecurity/IT · ● · ● | ||||||||
| Operations | ● | ● | ● | ● | ● | ● | ● | ● |
| Tenure, Independence and Demographics (as of April 1, 2025) | ||||||||
| Tenure (years) | 18 | 1 | 7 | 1 | 1 | 1 | 7 | 1 |
| Independence | ||||||||
| Age | 70 | 57 | 51 | 57 | 60 | 53 | 64 | 57 |
| Gender Identity | Male | Male | Female | Female | Female | Male | Male | Male |
| Asian | ||||||||
| White | ||||||||
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PROXY STATEMENT SUMMARY
| PROPOSAL 2 ADVISORY VOTE ON NEO COMPENSATIONTo hold an advisory vote to approve named executive officer compensation. See page 23 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY VOTE APPROVING NAMED EXECUTIVE OFFICER COMPENSATION. |
| PROPOSAL 3 Approval of Amendment to 2002 Employee Stock Purchase Plan 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. See page 24 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING “FOR” THE APPROVAL OF THE PROPOSED AMENDMENT TO THE 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THERE UNDER BY 500,000 SHARES. |
| PROPOSAL 4 APPROVAL OF 2025 EQUITY INCENTIVE PLAN To approve the Harmonic Inc. 2025 Equity Incentive Plan. See page 30 | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE 2025 EQUITY INCENTIVE PLAN. |
| PROPOSAL 5 Ratification of Appointment of Independent Registered Public Accounting Firm 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. See page 42 | THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025. |
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GENERAL INFORMATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.