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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): July 23, 2024
HARMONIC INC.
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | HLIT | The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
(d) Election of Director.
On July 19, 2024, the Board of Directors (the “Board”) of Harmonic Inc. (the “Company”) elected Neel Dev to the Board, and a press release announcing the appointment was issued by the Company on July 23, 2024.
There is no arrangement or understanding between Mr. Dev and any other persons pursuant to which he was selected as a director. Mr. Dev has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Dev and the Company have entered into the Company’s standard form of indemnification agreement, a copy of which has been filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 33-90752). Mr. Dev is expected to be appointed to serve on the Audit Committee of the Board.
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| Item 9.01. | Financial Statements and Exhibits. |
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| (d) Exhibits. | | |
| Exhibit Number | | Description |
| 10.1* | | Form of Indemnification Agreement |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Incorporated by reference to Exhibit 10.1 filed with the Company’s Registration Statement on Form S-1 (File No. 33-90752).
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.
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| Date: July 23, 2024 | | | | HARMONIC INC. |
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| | | | By: | | /s/ Timothy C. Chu |
| | | | | | Timothy C. Chu |
| | | | | | General Counsel, SVP HR and Corporate Secretary
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