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): March 26, 2022

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.)
2777 Orchard Parkway, San Jose, California		95134
(Address of principal executive offices)		(Zip Code)

(408) 514-3000

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.025 per share	CALX	New York Stock Exchange

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 ☐

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

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

On March 26, 2022, Kevin DeNuccio and J. Daniel Plants, each a member of the Board of Directors of Calix, Inc. (the “Company”), each notified the Company that he is resigning, effective as of May 12, 2022, the day of our 2022 Annual Meeting of Stockholders. Neither Mr. DeNuccio nor Mr. Plants’ resignations were a result of any disagreement with the Company or any matter relating to the Company’s operations, policies, or practices. Further, neither are in the class of directors who are slated for re-election at the 2022 Annual Meeting.

On March 28, 2022, in connection with these resignations, the remaining directors voted unanimously to reduce the size of the Board from 10 to 9 effective immediately following the resignations of Mssrs DeNuccio and Plants on May 12, 2022. A search for a new director will commence promptly. After the Annual Meeting and the appointment of a new directors, the Board of Directors intends to rebalance the three classes so that there will be three directors in each class and will reexamine the membership in and leadership of the board committees in light of these changes to the Board of Directors.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release, dated March 30, 2022, announcing the resignations of Kevin DeNuccio and J. Daniel Plants from Company’s the Board of Directors (the “Board”) is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in Item 7.01 and the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 30, 2022, announcing resignations of Kevin DeNuccio and J. Daniel Plants.

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SIGNATURE

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:	March 30, 2022	CALIX, INC.
		By:	/s/ Noah D. Mesel
			Noah D. Mesel
			General Counsel and Corporate Secretary

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EX-99.1

Exhibit 99.1

Calix Announces Changes to Board of Directors

Kevin DeNuccio and J. Daniel Plants to Step Down from Board at 2022 Annual Meeting

SAN JOSE, CA – March 30, 2022 –Calix, Inc. (NYSE: CALX) today announced Kevin DeNuccio and J. Daniel Plants have tendered their resignations from the Board effective as of May 12, 2022. Mr. DeNuccio has served on the Calix Board of Directors since 2012 and Mr. Plants has served on the Calix Board of Directors since 2018.

“I want to express my sincere thanks on behalf of the Board and the company to Kevin and Dan for their guidance and contributions over many years as members of the Board,” said Carl Russo, chairman and chief executive officer of Calix. “As the company embarked on its long-term transformation into a software platforms, systems and services provider both have played a critical role in shaping our technology strategy and refining our financial execution.”

“Calix has done what no other company in my experience has done and transformed a traditional communications system company into a cloud analytics, software, systems and services company,” said Mr. DeNuccio. “Being able to contribute to this transformation has been incredible and I look forward to what the company does in the coming years as it continues to expand its platform offerings.”

“Our firm, Voce Capital Management, has been a long-term investor in Calix, and we greatly admire what Carl and the team have built,” said Mr. Plants. “It has been my pleasure to serve on the board for the past four years and to assist in placing Calix in the strongest financial position in its history.”

In concert with these resignations, the size of the Board will be reduced from ten to nine members and a search has commenced to fill the open seat.

About Calix

Calix, Inc. (NYSE: CALX) – Calix cloud and software platforms enable service providers of all types and sizes to innovate and transform. Our customers utilize the real-time data and insights from Calix platforms to simplify their businesses and deliver experiences that excite their subscribers. The resulting growth in subscriber acquisition, loyalty, and revenue creates more value for their businesses and communities. This is the Calix mission; to enable broadband service providers of all sizes to simplify, excite, and grow.

Calix Press Release        Page 2

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-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.

Investor Inquiries:

Tom Dinges

408-474-0080

tom.dinges@calix.com

XML

Cover	Aug. 11, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 26, 2022
Entity Registrant Name	CALIX, INC
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34674
Entity Tax Identification Number	68-0438710
Entity Address, Address Line One	2777 Orchard Parkway
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	514-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.025 per share
Trading Symbol	CALX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001406666
Amendment Flag	false