HARMONIC INC.
For the period ended Jun 4, 2026. Filed Apr 24, 2026.
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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 4, 2026 · Filed Apr 24, 2026
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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 ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | 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 |
HARMONIC 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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2025OVERVIEW
AT-A-GLANCE – CONTINUING OPERATIONS
Revolutionizing Broadband Networks
YEAR-END 2025 – CONTINUING OPERATIONS
Performance Highlights
| Customer | ⬤ Strong overall Fiber growth in FY25⬤ Growing footprint of wins across both Telco and Cable⬤ Q4 33% YoY Rest-of-World revenue growth representing 41% of total revenue |
| Technology | ⬤ Unified D4.0 Nodes shipments ramping in Q1’26⬤ Expanding Fiber portfolio with new Combo pluggable OLT⬤ Introduced new subscriber experience detection, mitigating support calls before they happen |
| Financial | ⬤ $347M in Q4 bookings (3.5 book-to-bill)⬤ Record backlog and deferred revenue, with current portion increasing 110% over prior year |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 A.M. Pacific Time on Thursday, June 4, 2026
Dear Stockholders of Harmonic Inc:
You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Harmonic Inc., a Delaware corporation (the “Company”), which will be held on Thursday, June 4, 2026, 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/HLIT2026 and entering your 16-digit control number located on your proxy card. The meeting will address the following items of business:
| 1. | To elect seven (7) directors to serve until the earlier of the 2027 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 hold an advisory vote on the frequency of future stockholder advisory votes on named executive officer compensation; |
| 4. | To approve an amendment to the Harmonic Inc. 2025 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares; |
| 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, 2026; 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 Wednesday, April 8, 2026, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
On or about April 24, 2026, 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 24, 2026
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 STATEMENTTABLE OF CONTENTS
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