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): February 22, 2023

Lumentum Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-36861	47-3108385
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1001 Ridder Park Drive, San Jose, CA	95131
(Address of Principal Executive Offices)	(Zip Code)

(408) 546-5483

(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(s)	Name of each exchange on which registered
Common Stock, par value of $0.001 per share	LITE	Nasdaq Global Select Market

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   ☐

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

On February 22, 2023, the board of directors (the “Board”) of Lumentum Holdings Inc. (the “Company”) appointed Pamela Fletcher to serve as a member of the Board, effective February 22, 2023. Concurrent with her appointment to the Board, Ms. Fletcher was also appointed to serve on the Audit Committee of the Board. Ms. Fletcher will serve an initial term of office expiring at the Company’s 2023 annual meeting of stockholders and until her successor is duly elected and qualified. The Company announced Ms. Fletcher’s appointment in a press release, which is attached as Exhibit 99.1.

Ms. Fletcher, 56, is currently Senior Vice President, Chief Sustainability Officer & Corporate Innovation at Delta Air Lines, Inc., where she leads Delta’s Sustainability and Innovation organizations in service of the company’s net-zero future. Prior to Delta Air Lines, she enjoyed a fifteen-year career at General Motors, where she held senior leadership positions such as Vice President of Global Innovation and Vice President of Electric Vehicles, among other roles. She holds a B.S. in Engineering from Kettering University and an M.S. in Engineering from Wayne State University.

In accordance with the Company’s Outside Director Compensation Policy, the terms of which were described in the Company’s proxy statement for its 2022 annual meeting of stockholders, Ms. Fletcher is entitled to cash and equity compensation for her service on the Board. Ms. Fletcher will also enter into the Company’s standard form of indemnification agreement, which has been previously filed with the Securities and Exchange Commission.

There are no arrangements or understandings between Ms. Fletcher and any other persons pursuant to which she was selected as a member of the Board. There are also no family relationships between Ms. Fletcher and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01  - Financial Statements and Exhibits

(d) Exhibits.

Exhibit     No.	Description
99.1	Press release entitled “Lumentum Announces Appointment of New Board Member” dated February 23, 2023.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	LUMENTUM HOLDINGS INC.
	By:	/s/ Judy Hamel
	Name:	Judy Hamel
	Title:	Senior Vice President, General Counsel and Secretary
February 24, 2023

EX-99.1

Exhibit 99.1

NEWS RELEASE

Lumentum Announces Appointment of New Board Member

San Jose, Calif., February 23, 2023 – Lumentum Holdings Inc. (“Lumentum”), a market-leading designer and manufacturer of innovative optical and photonic products, today announced the appointment of Pamela Fletcher as an independent member of the Company’s Board of Directors, effective immediately. This election expands the membership to nine members, eight of whom are independent.

“I am excited to welcome Pam to the Lumentum Board,” said President and Chief Executive Officer, Alan Lowe. “She brings a wealth of knowledge and expertise in key sectors of interest to us, as well a fresh perspective on critical growth levers such as sustainability and innovation. I am confident that she will provide valuable insights as we execute against our long-term growth strategies and expand our global footprint.”

“Lumentum has a dynamic portfolio of innovative photonic solutions that underpin the explosive growth we are seeing in applications for cloud computing, advanced manufacturing, and 3D sensing. All are shaping the way people connect, create, and interact,” said Fletcher. “I look forward to working together with the senior leadership team to capitalize on these trends and continue to increase shareholder value.”

Fletcher is a seasoned executive with over three decades of experience across the automotive and transportation industries, with a proven track record of leading innovation, creating new, high-growth businesses, driving market expansion, and growing new revenue streams.

Fletcher is currently Senior Vice President, Chief Sustainability Officer & Corporate Innovation at Delta Air Lines, Inc., where she leads Delta’s Sustainability and Innovation organizations in service of the company’s net-zero future. Prior to Delta Air Lines, she enjoyed a fifteen-year career at General Motors, where she held senior leadership positions such as Vice President of Global Innovation and Vice President of Electric Vehicles, among other roles.

NEWS RELEASE

Fletcher is a well-known innovator in the transportation sector, having been named in Motor Trend’s 2018 and 2019 “Power List”; on Automotive News’s 2020 list of “100 Leading Women in the North American Auto Industry;” and on Crain’s 2021 list of “100 Most Influential Women”. In addition to her role at Delta, she serves on the Board of Advisors for the College of Engineering at the University of North Carolina Charlotte.

Fletcher holds a Bachelor of Engineering degree from Kettering University and a Master of Engineering degree from Wayne State University. She has also completed Executive Education programs at Northwestern University’s Kellogg School of Management, Harvard Business School, and the Stanford University Graduate School of Business.

About Lumentum

Lumentum (NASDAQ: LITE) is a market-leading designer and manufacturer of innovative optical and photonic products enabling optical networking and laser applications worldwide. Lumentum optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network. Lumentum lasers enable advanced manufacturing techniques and diverse applications including next-generation 3D sensing capabilities. Lumentum is headquartered in San Jose, California with R&D, manufacturing, and sales offices worldwide. For more information, visit www.lumentum.com and follow Lumentum on LinkedIn, Twitter, Facebook, Instagram, and YouTube.

Contact Information:

Investors:	Kathy Ta, 408-750-3853; investor.relations@lumentum.com
Media:	Christina Itzkowitz, 781-929-0565; media@lumentum.com

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Cover [Abstract]
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Entity Central Index Key	0001633978
Document Type	8-K
Document Period End Date	Feb. 22, 2023
Entity Registrant Name	Lumentum Holdings Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-36861
Entity Tax Identification Number	47-3108385
Entity Address, Address Line One	1001 Ridder Park Drive
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	(408)
Local Phone Number	546-5483
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value of $0.001 per share
Trading Symbol	LITE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false