VIAVI SOLUTIONS INC.
For the period ended Jun 27, 2026. Filed Oct 2, 2026.
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Jun 27, 2026 · Filed Oct 2, 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:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee 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 Meeting | 1 | |
|---|---|---|
| VIAVI at a Glance | 4 | |
| Fiscal Year 2026 Financial Performance | 5 | |
| Compensation Discussion and Analysis Highlights | 6 | |
| Corporate Governance | 10 | |
| Corporate Governance Highlights | 10 | |
| Board Leadership | 11 | |
| Director Independence | 11 | |
| Board Composition and Experience | 12 | |
| Risk Oversight | 13 | |
| Human Capital Management Oversight | 14 | |
| The Board and Its Committees | 16 | |
| Director Evaluations | 21 | |
| Director Selection and Nomination Process | 22 | |
| Stockholder Recommendations for Board Candidates | 23 | |
| Board Succession and Refreshment | 23 | |
| Majority Voting and Director Resignation and Retirement Policy | 23 | |
| Director Onboarding and Continuing Education | 23 | |
| Communication between Stockholders and Directors | 23 | |
| Code of Business Conduct | 24 | |
| Insider Trading Policy | 24 | |
| Management Succession Planning | 24 | |
| Stockholder Engagement | 25 | |
| Responsible Business Initiatives | 26 | |
| Proposal 1 | Election of Directors | 27 |
| Our Director Nominees | 27 | |
| Qualifications, Attributes, Skills and Experience of our Director Nominees | 29 | |
| Director Nominee Biographies | 31 | |
| Director Compensation | 36 | |
| Proposal 2 | Ratification of Independent Auditors | 39 |
| Audit Committee Report | 40 | |
| Executive Officers | 41 | |
| Proposal 3 | Advisory Vote on Executive Compensation | 43 |
| A Message from the Chair of the Compensation Committee of the Board of Directors | 44 | |
|---|---|---|
| Compensation Discussion and Analysis | 45 | |
| Executive Summary | 45 | |
| Our Executive Compensation Program | 46 | |
| 2025 Say-on-Pay Advisory Vote | 46 | |
| CEO Compensation and Performance Alignment | 47 | |
| Compensation Philosophy | 48 | |
| Compensation Governance Highlights | 48 | |
| FY26 Target Compensation | 49 | |
| FY26 Executive Compensation Overview | 50 | |
| Elements of FY26 Executive Compensation | 51 | |
| Other Important Compensation Practices | 59 | |
| Our Compensation Decision-Making Process | 60 | |
| Compensation Peer Group Comparisons | 61 | |
| Section 162(m) | 61 | |
| Stock Ownership Guidelines | 62 | |
| Compensation Risk Assessment | 63 | |
| Compensation Committee Interlocks and Insider Participation | 64 | |
| Compensation Committee Report | 65 | |
| Executive Compensation and Other Information | 66 | |
| Security Ownership of Certain Beneficial Owners and Management | 78 | |
| Certain Relationships and Related Person Transactions | 80 | |
| Other Information | 81 | |
| Note About Forward-Looking Statements | 81 | |
| Websites Referenced in this Proxy Statement | 81 | |
| General Information About the Annual Meeting | 82 | |
| Appendix A | GAAP to Non-GAAP Reconciliations | A-1 |
VIAVI Solutions Inc. | FY 2026 Notice of Annual Meeting & Proxy Statement | i
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