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): June 9, 2022

HARMONIC INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-25826	77-0201147
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

2590 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 542-2500

(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 (see General Instruction A.2. below):

☐ 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 $0.001 per share	HLIT	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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2022 Annual Meeting of Stockholders (the"2022 Annual Meeting") at 9:00 a.m. Pacific Time on Thursday, June 9, 2022. The Annual Meeting was a virtual meeting held over the Internet at www.virtualshareholdermeeting.com/HLIT2022. As of April 14, 2022, the record date for the 2022 Annual Meeting, there were 104,620,277 shares of common stock issued and outstanding. A quorum of 96,028,195 shares of common stock was present or represented at the 2022 Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the 2022 Annual Meeting were approved. Those matters were as follows:

1.Stockholders elected nine (9) directors to serve until the earlier of the 2023 Annual Meeting of Stockholders or until their successors are elected and duly qualified.

NAME	FOR	WITHHELD	BROKER NON-VOTE
Patrick Gallagher	83,821,764	150,705	12,055,726
Patrick J. Harshman	82,887,949	1,084,520	12,055,726
Deborah L. Clifford	83,805,685	166,784	12,055,726
David Krall	83,149,663	822,806	12,055,726
Mitzi Reaugh	83,818,561	153,908	12,055,726
Susan G. Swenson	75,874,896	8,097,573	12,055,726
Nikos Theodosopoulos	83,728,685	243,784	12,055,726
Dan Whalen	83,881,614	90,855	12,055,726
Sophia Kim	83,881,028	91,441	12,055,726

2.Stockholders approved, on an advisory basis, the compensation of the named executive officers.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
83,398,327	442,531	131,611	12,055,726

3.Stockholders approved an amendment to the Company's 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
83,731,686	193,401	47,382	12,055,726

4.Stockholders approved an amendment to the Company's 1995 Stock Plan to increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
78,000,681	5,922,120	49,668	12,055,726

5.Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,2022.

FOR	AGAINST	ABSTAIN
95,829,448	76,536	122,211

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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: June 13, 2022	HARMONIC INC.
	By:	/s/ Timothy C. Chu
		Timothy C. Chu
		General Counsel, SVP HR and Corporate Secretary

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XML

Document and Entity Information Document	Jun. 09, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 09, 2022
Entity Registrant Name	HARMONIC INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-25826
Entity Tax Identification Number	77-0201147
Entity Address, Address Line One	2590 Orchard Parkway
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	542-2500
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 $0.001 per share
Trading Symbol	HLIT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000851310