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): September 15, 2017

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)

(707) 766-3000

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).  o

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

(d)On September 15, 2017, the Board of Directors (“Board”) of Calix, Inc. (the “Company”) appointed Kathleen Crusco to the Board as a Class II director, authorizing an increase in the number of directors from nine to ten.

Pursuant to the Company’s director compensation policies, as a non-employee director, Ms. Crusco will receive (i) a $40,000 annual retainer for her service on the Board, pro-rated for the remainder of 2017 and paid in quarterly installments, and (ii) upon her appointment, an automatic initial grant of 26,936 restricted stock units under the Company’s 2010 Equity Incentive Award Plan that will vest in full on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the Company’s 2018 annual meeting of stockholders. The foregoing description is qualified in its entirety by reference to the text of (i) the Company’s Non-Employee Director Cash Compensation Policy, as amended, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2017; and (ii) the Company’s Non-Employee Director Equity Compensation Policy, which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2017.

In connection with Ms. Crusco’s election to the Board, the Company and Ms. Crusco will enter 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.

There is no arrangement or understanding between Ms. Crusco and any other persons pursuant to which Ms. Crusco was selected as a director, and Ms. Crusco has no reportable transactions under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release, dated September 18, 2017, announcing the appointment of Ms. Crusco is furnished 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 September 18, 2017.

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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:	September 18, 2017	CALIX, INC.
		By:	/s/ Suzanne Tom
			Suzanne Tom
			VP, General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated September 18, 2017.

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EX-99.1

Exhibit 99.1

Kathy Crusco, Software Executive with Deep Finance and Operations Experience,

Joins Calix Board of Directors

PETALUMA, CA – September 18, 2017 – Calix, Inc. (NYSE: CALX), the world leader in Subscriber Driven Intelligent Access, announced the addition of software and technology industry veteran Kathy Crusco to the company's Board of Directors. Crusco brings a wealth of experience instilling operational rigor at leading technology companies.

“Kathy has a strong track record of success in finance, operations, and driving growth in companies at all stages of development, from emerging to well-established businesses. An executive leader with experience at some of the most innovative companies in software and communications technology, she brings to Calix a valued expertise in scaling businesses while ensuring they execute against their financial models. We are thrilled that she is joining the Calix Board of Directors,” said Don Listwin, Calix chairman.

Crusco is a highly accomplished executive with over 20 years of software and communications technology industry experience. She is currently executive vice president, chief operating officer, and chief financial officer at Epicor Software Corporation, where she leads all financial functions and day-to-day operations, including cloud services, IT, customer support, and human resources.

“I’m excited to join the Calix Board at this inflection point. With the communications industry undergoing massive disruption, Calix has developed an entirely new platform based on AXOS software and Calix Cloud to lead their customers through this transformation,” said Crusco. “They are truly building a new company, and I am excited to help them realize the opportunity directly ahead.”

Crusco joined Epicor in 2011 when the company merged with Activant Solutions Inc., where she served as a senior vice president and CFO. Before joining Activant, she worked for Polycom from 2002 to 2007, rising to the role of vice president of worldwide finance during her tenure. Crusco has also held a variety of financial roles at Documentum, Inc., Adaptec, Inc., and Price Waterhouse LLP. She is currently a board member of Mitchell International, Inc., a privately-held software provider, where she serves as audit committee chair and is a board member of NEC Society, a non-profit organization. Crusco holds a BS in business with an emphasis in accounting from California State University, Chico.

“Kathy’s deep experience and leadership at Epicor, Activant, and Polycom make her the ideal addition to the Calix Board. Her financial insights developed while leading a variety of software and technology companies will provide critical guidance to the Calix team as we continue our transformation to a communications cloud, software, services, and systems company,” said Carl Russo, Calix president and CEO.

About Calix

Calix, Inc. (NYSE: CALX) pioneered Software Defined Access and cloud products focused on access networks and the subscriber. Its portfolio of Intelligent Access systems and software combines AXOS, the revolutionary platform for access, with Calix Cloud, innovative cloud products for network data analytics and subscriber experience assurance. Together, they enable communications service providers to transform their businesses and be the winning service providers of tomorrow. For more information, visit the Calix website at www.calix.com.

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 Calix’s business. The reader is cautioned not to rely on the forward-

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Calix Press Release Page 2

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 quarterly reports on Form 10-Q and Annual Report on Form 10-K filed with the SEC and available at www.sec.gov.

Press Inquiries:

Neila Matheny

707-766-3512

Neila.matheny@calix.com