8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2014

CALIX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34674	68-0438710
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
1035 N. McDowell Boulevard, Petaluma, California		94954
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (707) 766-3000

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director and Increased Size of Board

On October 22, 2014, Calix, Inc. (the "Company") announced that the Board of Directors of the Company (the “Board”) (i) voted to increase the authorized size of the Board by one, from nine to ten, effective October 21, 2014, and (ii) appointed communications industry veteran Kevin R. Peters to the Board as a Class II member to fill the new vacancy on the Board, effective October 21, 2014. Mr. Peters is not currently expected to be appointed to any committee of the Board.

There is no arrangement or understanding between Mr. Peters and any other persons pursuant to which Mr. Peters was selected as a director, and there are no related party transactions involving Mr. Peters that are reportable under Item 404(a) of Regulation S-K.

For his services as a non-employee director, Mr. Peters will be entitled to (i) an annual cash retainer of $40,000, prorated for the remaining portion of 2014, pursuant to the Company's Non-Employee Director Cash Compensation Policy, as amended and described below, and (ii) restricted stock units pursuant to the Company's Non-Employee Director Equity Compensation Policy, as amended and described below.

The Company's Non-Employee Director Cash Compensation Policy provides that each member of the Board who is not employed by the Company or one of its affiliates shall be entitled to a base annual retainer equal to $40,000 plus additional amounts for service on committees and as chair of any committees. The foregoing description of the Non- Employee Director Cash Compensation Policy is qualified in its entirety by reference to the full text of the Non-Employee Director Cash Compensation Policy, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2014.

The Company's Non-Employee Director Equity Compensation Policy provides that non-employee directors, when initially elected to the Board, will be granted an initial grant of restricted stock units equal to the result of dividing $200,000 by the per share closing price of the Company's common stock on the date such director commences service as a director. Such initial grants vest as to one-third of the restricted stock units on each anniversary of the date of grant, such that 100% of the restricted stock units will be vested on the third anniversary of the date of grant. Each director who is a non-employee director immediately following each annual meeting of stockholders (provided that such director has served at least six months as a director prior to such date) will also receive an annual grant of restricted stock units as of the date of such annual meeting equal to the result of dividing $120,000 by the per share closing price of the Company's common stock on the date of such annual meeting. Such annual grants vest as to 100% of the restricted stock units on the day that immediately precedes the date of the following year's annual meeting of stockholders. The foregoing description of the Non-Employee Director Equity Compensation Policy is qualified in its entirety by reference to the full text of the Non-Employee Director Equity Compensation Policy, which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on July 8, 2014.

In connection with Mr. Peters' election to the Board, the Company and Mr. Peters entered into the Company's standard indemnification agreement, the form of which was filed with the SEC as Exhibit 10.5 to Amendment No. 6 to the Company's Registration Statement on Form S-1 filed with the SEC on March 8, 2010, and which is described in the Company's definitive proxy statement on Schedule 14A for the Company's 2012 Annual Meeting of Stockholders, filed with the SEC on April 9, 2012.

The Company issued a press release on October 22, 2014 announcing the appointment of Mr. Peters, a copy of which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 22, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	October 22, 2014	CALIX, INC.
		By:	/s/ William J. Atkins
			William J. Atkins
			Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated October 22, 2014

EX-99.1

Exhibit 99.1

Former AT&T EVP Kevin Peters Joins Calix Board of Directors

PETALUMA, CA – October 22, 2014 – Calix, Inc. (NYSE: CALX) today announced the addition of telecommunications industry veteran Kevin Peters to the company's Board of Directors, increasing the size of the company’s board of directors from nine to ten members. Over the course of a 28-year career with AT&T, one of world's largest communications companies, Peters has held numerous leadership positions including most recently as executive vice president of global business customer service in which he led AT&T’s multinational customer service operation. Peters’ prior positions with AT&T include chief marketing officer, business; executive vice president, global network operations; and senior vice president, enterprise systems and software engineering.

“Calix has proven to be a technology and market leader in the broadband access market in North America over the last decade by enabling its service provider customers to transform their networks from the analog world of voice transmissions to an all IP environment, including today’s leading edge fiber-based gigabit networks,” said Peters. “I am excited to join Calix as the company executes on its next phase of growth.”

Peters earned his B.S. from Fairfield University and subsequently earned an M.S. from Stevens Institute of Technology and an M.B.A. from Columbia University.

“Service providers of all kinds, traditional telecom operators, cable companies, wireless providers, municipalities, and other new entrants, are all grappling with the access network implications of content moving to the cloud and with the proliferation of broadband-enabled devices,” said Carl Russo, Calix president and CEO. “Our Unified Access architecture has been meeting this challenge for many years. Kevin's extensive knowledge and experience in leadership roles at AT&T is a tremendous asset for Calix as we help our customers continue to adapt, transform, and grow.”

About Calix

Calix (NYSE: CALX) is a global leader in access innovation. Its Unified Access portfolio of broadband communications access software, systems, and services enables communications service providers worldwide to transform their networks and become the broadband provider of choice to their subscribers. For more information, visit the Calix website at www.calix.com. For more information about gigabit networks, visit www.calix.com/gigabit/.

This press release may contain forward-looking statements that are based upon management's current expectations and are inherently uncertain. Forward-looking statements are based upon information available to us as of the date of this release, and we assume no obligation to revise or update any such forward-looking statement to reflect any event or circumstance after the date of this release, except as required by law. Actual results and the timing of events could differ materially from current expectations based on risks and uncertainties affecting the Company's business. The reader is cautioned not to unduly rely on the forward-looking statements contained in this press release. Additional information on potential factors that could affect Calix's results and other risks and uncertainties are detailed in its reports filed with the SEC, including the Company's 2013 Annual Report on Form 10-K available at http://www.sec.gov.

Investor Inquiries:

David H. Allen

408-474-0080

David.Allen@Calix.com