0001193125-15-382332.txt : 20151120 0001193125-15-382332.hdr.sgml : 20151120 20151119180107 ACCESSION NUMBER: 0001193125-15-382332 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151117 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20151120 DATE AS OF CHANGE: 20151119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIAVI SOLUTIONS INC. CENTRAL INDEX KEY: 0000912093 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942579683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22874 FILM NUMBER: 151244583 BUSINESS ADDRESS: STREET 1: 430 NORTH MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084043600 MAIL ADDRESS: STREET 1: 430 NORTH MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: JDS UNIPHASE CORP /CA/ DATE OF NAME CHANGE: 19990713 8-K 1 d18118d8k.htm FORM 8-K Form 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): November 17, 2015

 

 

Viavi Solutions Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-22874   94-2579683

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

430 North McCarthy Boulevard, Milpitas, CA   95035
(Address of Principal Executive Offices)   (Zip Code)

(408) 404-3600

(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))

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Meeting”) of Viavi Solutions Inc. (the “Company”) was held on November 17, 2015. At the Meeting, the stockholders voted on the following proposals, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 8, 2015:

Proposal 1: To elect seven directors to serve until the 2016 Annual Meeting of Stockholders:

 

Director

    For      Withheld      Broker Non-Votes  

Richard Belluzzo

      161,329,478         2,339,816         52,176,997   

Keith Barnes

      161,396,683         2,272,611         52,176,997   

Tor Braham

      162,522,742         1,146,552         52,176,997   

Timothy Campos

      162,573,159         1,096,135         52,176,997   

Donald Colvin

      162,519,225         1,150,069         52,176,997   

Masood Jabbar

      161,372,399         2,296,895         52,176,997   

Pamela Strayer

      162,423,926         1,245,368         52,176,997   

Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 2, 2016:

 

For

   

Against

   

Abstain

213,768,336    1,567,664    510,291

Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

119,340,709

    43,745,745    582,840    52,176,997

Item 8.01 Other Events.

On November 17, 2015, the Company entered into an accelerated stock repurchase agreement (the “ASR Agreement”) with Bank of America, N.A. (“BofA”) to repurchase an aggregate of $40 million of the Company’s common stock. The transactions contemplated by the ASR Agreement are part of the Company’s previously approved and disclosed stock repurchase program.

Under the terms of the ASR Agreement, the Company paid $40 million to BofA on November 18, 2015 and received 5,254,516 shares of its common stock on the same day. Additional shares are expected to be delivered over the term of the ASR Agreement, which ends no later than January 26, 2016. The specific number of shares to be repurchased will generally be based on a discount to the volume-weighted average share price of the Company’s common stock during the term of the ASR Agreement, subject to potential adjustments as set forth in the ASR Agreement. The ASR Agreement contains customary terms for these types of transactions, including the mechanisms to determine the number of shares that will be delivered at settlement and various acknowledgements, representations and warranties made by the Company and BofA.

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.

 

Viavi Solutions Inc.
By:  

/s/ Kevin Siebert

Kevin Siebert
Vice President, General Counsel and Secretary

November 20, 2015