CIENA CORP
For the period ended Mar 21, 2024. Filed Feb 8, 2024.
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Mar 21, 2024 · Filed Feb 8, 2024
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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
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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)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Ciena Corp oration
(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 the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Message from our Board of Directors
| Patrick H. Nettles, Ph.D. Executive Chair of the Board of Directors “Our Board andmanagement teambelieve thatrefreshment anddiversity arecrucial to oursuccess, and wetook meaningfulsteps to addgender and ethnicdiversity to Ciena’sleadership thisyear.” - Patrick H. Nettles, Ph.D. | Dear Fellow Stockholders: Fiscal 2023 was a remarkable year of achievement for Ciena across multiple dimensions. We achieved strong financial results in fiscal 2023, growing our revenue by 21% year over year. Importantly, we also increased our Routing and Switching revenue by 27%, increased our cloud provider revenue by 57%, and achieved record services revenue of $805.5 million. This drove increased profitability and cash generation in fiscal 2023. We significantly grew our global market share in optical networking, and we expanded our addressable market, including additions to our broadband access solutions portfolio with the acquisitions of Benu Networks and Tibit Communications. We remain the industry’s recognized innovation leader with WaveLogicTM 5 Extreme, the most widely deployed 800G solution, and WaveLogic 5 Nano performance pluggables. In fiscal 2023 we launched WaveRouterTM, our purpose-built coherent router designed for converged metro, and announced WaveLogic 6, which will be the industry’s first 1.6Tb/s coherent optic solution. In addition to the relentless execution of our strategy, our Board and management team believe deeply that our success is ultimately rooted in our people and our company purpose – to bring humanity to innovation. This not only shapes how we innovate, but also drives our dedication to high ethical standards, sound governance principles and sustainable business practices. In 2023, we took meaningful steps to increase our commitment in these areas, including: • Board Refreshment and Diversity. We believe that Board refreshment and diversity are important to Ciena’s success. In fiscal 2023, we appointed a new independent director to our Board, returning to our previous composition of three women directors, two of whom chair certain of the Board’s standing committees. Currently, 50% of our Board reflects gender and ethnic diversity. • Sustainability. Sustainability is a fundamental part of our strategy and key to achieving our goals and creating long-term value for our business and stockholders. In fiscal 2023, we received approval from the Science Based Targets initiative for two new greenhouse gas reduction goals, addressing Scopes 1, 2 and 3 emissions. These new targets aim to address emissions from our operations, supply chain, and technology solutions, help reduce the environmental impact of networks worldwide and aid our customers in achieving their climate goals. • Communities. Making a difference in our communities is an important part of Ciena’s culture. In fiscal 2023, our employees volunteered more than 35,000 hours and donated approximately $3 million, personally and by leveraging company matching benefits through our Ciena Cares program. We also held our second Ciena Solutions Challenge, granting 20 schools an award to help them bring innovative solutions to sustainability challenges affecting their local communities. • Governance and Stockholder Engagement. We regularly review our governance documents to align with best practices. In 2023, we refreshed our Bylaws, Principles of Corporate Governance, Code of Ethics for Directors, and the charters of each of our standing Board Committees. We also met with several of our largest stockholders to update them on our environmental, social and governance programming. I encourage you to read more about our Board of Directors, corporate governance practices and executive compensation in the accompanying proxy statement. I am confident that you will recognize our commitment to best practices in these areas. Thank you for your continued support of Ciena and your participation in this year’s Annual Meeting. On behalf of the Board of Directors, Patrick H. Nettles, Ph.D. Executive Chair |
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Ciena Corporation
7035 Ridge Road
Hanover, Maryland 21076
Notice of Annual Meeting of Stockholders
| Date: | March 21, 2024 | Record Date: | January 22, 2024 |
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| Time: | 3:00 p.m. Eastern Time | Attendance: | www.virtualshareholdermeeting.com/CIEN2024 |
To the Stockholders of Ciena Corporation:
The 2024 Annual Meeting of Stockholders of Ciena Corporation will be held on March 21, 2024 at 3:00 p.m. Eastern Time. Our 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/CIEN2024 and entering your 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials.
Items of Business
1. Elect four members of the Board of Directors from the nominees named in the accompanying proxy statement to serve as Class III directors for three-year terms ending in 2027, or until their respective successors are elected and qualified, and elect one director, previously appointed by the Board of Directors to fill a newly created vacancy in Class II, to serve as a Class II director for the remainder of her term ending in 2026, or until her successor is elected and qualified. 2. Approve an amendment to the 2017 Omnibus Incentive Plan, including to increase the number of shares available for issuance thereunder by 10.1 million shares. 3. Approve an amendment to Ciena’s Amended and Restated Certificate of Incorporation, as amended, to provide for officer exculpation. 4. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2024. 5. Conduct an advisory vote on our named executive officer compensation, as described in these proxy materials. 6. Consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
These matters are more fully described in the proxy statement accompanying this notice. You are entitled to notice of, and are eligible to vote at, this year’s Annual Meeting if you were a stockholder of record as of the close of business on January 22, 2024.
In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report to Stockholders for fiscal 2023 via the Internet. On or about February 8, 2024, stockholders as of the record date are first being mailed a notice with instructions on how to access our Annual Meeting materials and vote via the Internet, by mail, or by telephone.
We believe that your vote, and the vote of every Ciena stockholder, is important. Whether or not you plan to participate in the Annual Meeting, we encourage you to review the accompanying proxy statement for information relating to each of the proposals and to cast your vote promptly.
By Order of the Board of Directors,
Sheela Kosaraju
Senior Vice President, General Counsel and Assistant Secretary
Hanover, Maryland
February 8, 2024
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