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VIAVI SOLUTIONS INC.

For the period ended Jun 27, 2026. Filed Oct 2, 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 27, 2026 · Filed Oct 2, 2026

VIAV$28.47+8.3%Stored close · as of Nov 6, 2026
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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:

oPreliminary Proxy Statement
oConfidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

xNo fee required
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2026

Virtual Annual Meeting of Stockholders

and Proxy Statement

Viavi Solutions Inc.

November 11, 2026, at 10:00 a.m. Mountain Time

1445 South Spectrum Blvd, Suite 102

Chandler, Arizona 85286

(408) 404-3600

Fiscal Year 2026 (“FY26”) 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 82 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 11, 2026: The Notice ofAnnual Meeting, Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended June 27, 2026, 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 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 2026 Annual Meeting of Stockholders, which will be held virtually on November 11, 2026, at 10:00 a.m. Mountain Time. As we approach the 2026 Annual Meeting, I would like to share with you some of our business and financial results from fiscal year 2026 (“FY26”) as well as recent stockholder engagement efforts and responsible business initiatives.

Business and Financial Results

FY26 wasa growth year for VIAVI. This growth was fueled by strong demand in many of our end markets and our acquisition of Spirent Communications plc’s High-Speed Ethernet, Network Security and Channel Emulation Testing business. Demand for lab and production, and field products was particularly strong in the data center ecosystem. Our aerospace and defense business delivered solid results, driven largely by demand for our positioning, navigation and timing products. Our anti-counterfeiting and 3D businesses also grew during FY26. However, wireless remained pressured by the lack of major network upgrades among leading service providers.

During FY26, we continued to prioritize our capital allocation towards M&A activities with the acquisition of Spirent Communications plc’s High-Speed Ethernet, Network Security and Channel Emulation Testing business. In FY26, we also repurchased approximately 2.7 million shares of our common stock for about $30 million.

We expect our diversification strategy into the data center ecosystem and aerospace and defense end markets to continue to be a growth driver for fiscal year 2027 (“FY27”). 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.

Stockholder Engagement

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 FY26, we engaged with stockholders representing approximately 35% of our outstanding shares, who generally did not raise any significant concerns regarding our business and our governance and compensation practices. We will continue to seek out and consider stockholder feedback in the future.

Responsible Business Initiatives

We continued to focus on ensuring ongoing alignment of our responsible business practices with our business strategy. The Sustainability Executive Steering Committee exercised oversight with respect to our responsible

business and sustainability programs, investments and goals and worked to balance the near-term needs of the business and our sustainability priorities.

FY26 Virtual Annual Meeting

We have designed the virtual 2026 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 2026 Annual Meeting of Stockholders and Proxy Statement. Whether or not you plan to attend the meeting, please vote as your vote is important.

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 Meeting1
VIAVI at a Glance4
Fiscal Year 2026 Financial Performance5
Compensation Discussion and Analysis Highlights6
Corporate Governance10
Corporate Governance Highlights10
Board Leadership11
Director Independence11
Board Composition and Experience12
Risk Oversight13
Human Capital Management Oversight14
The Board and Its Committees16
Director Evaluations21
Director Selection and Nomination Process22
Stockholder Recommendations for Board Candidates23
Board Succession and Refreshment23
Majority Voting and Director Resignation and Retirement Policy23
Director Onboarding and Continuing Education23
Communication between Stockholders and Directors23
Code of Business Conduct24
Insider Trading Policy24
Management Succession Planning24
Stockholder Engagement25
Responsible Business Initiatives26
Proposal 1Election of Directors27
Our Director Nominees27
Qualifications, Attributes, Skills and Experience of our Director Nominees29
Director Nominee Biographies31
Director Compensation36
Proposal 2Ratification of Independent Auditors39
Audit Committee Report40
Executive Officers41
Proposal 3Advisory Vote on Executive Compensation43
A Message from the Chair of the Compensation Committee of the Board of Directors44
Compensation Discussion and Analysis45
Executive Summary45
Our Executive Compensation Program46
2025 Say-on-Pay Advisory Vote46
CEO Compensation and Performance Alignment47
Compensation Philosophy48
Compensation Governance Highlights48
FY26 Target Compensation49
FY26 Executive Compensation Overview50
Elements of FY26 Executive Compensation51
Other Important Compensation Practices59
Our Compensation Decision-Making Process60
Compensation Peer Group Comparisons61
Section 162(m)61
Stock Ownership Guidelines62
Compensation Risk Assessment63
Compensation Committee Interlocks and Insider Participation64
Compensation Committee Report65
Executive Compensation and Other Information66
Security Ownership of Certain Beneficial Owners and Management78
Certain Relationships and Related Person Transactions80
Other Information81
Note About Forward-Looking Statements81
Websites Referenced in this Proxy Statement81
General Information About the Annual Meeting82
Appendix AGAAP to Non-GAAP ReconciliationsA-1

VIAVI Solutions Inc. | FY 2026 Notice of Annual Meeting & Proxy Statement | i

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.