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(d) Effective August 28, 2019, the Board of Directors of Ciena Corporation (“Ciena”) increased the size of the Board to nine directors and appointed Devinder Kumar to fill the newly created vacancy in Class I of the Board. The term of office for Class I directors does not expire until the 2022 Annual Meeting. However, in accordance with Ciena’s Second Amended and Restated Bylaws, Mr. Kumar will stand for election at the 2020 Annual Meeting of stockholders to serve the remainder of the Class I term, or until his successor is duly elected and qualified. Also effective August 28, 2019, Mr. Kumar was appointed to serve on the Audit Committee of the Board. Mr. Kumar, age 63, currently serves as Senior Vice President, Chief Financial Officer and Treasurer of Advanced Micro Devices, Inc., in which capacity he is responsible for the company’s global finance organization as well as global corporate services and facilities. Since he joined AMD in 1984, Mr. Kumar has progressed through several leadership positions in corporate accounting and corporate finance, including serving as interim CFO, corporate controller and assistant treasurer. He was appointed Chief Financial Officer in January 2013 and Treasurer in April 2015. He also spent 10 years in Asia as financial controller for AMD Penang and group finance director for AMD’s Manufacturing Services Group across Singapore, Thailand, China and Malaysia. Mr. Kumar received a Bachelor of Science degree from the University of Malaya, Malaysia, a Master of Science degree in biology from the University of California, Santa Barbara, and an MBA in finance from the University of California, Los Angeles. The Board also approved the grant, effective as of September 1, 2019, of a restricted stock unit award representing shares of Ciena common stock with a target delivered value of approximately $121,973. The amount of the award reflects Ciena's standard compensation program for initial equity awards to new directors, pro-rated based on the date of election by the Board. Provided Mr. Kumar continues his service on the Board, the restricted stock unit award will vest in its entirety on September 20, 2020. In connection with his service on the Board of Directors, Mr. Kumar will also be entitled to the standard non-employee director compensation arrangements as set forth under the heading “Director Compensation” in Ciena’s most recent proxy statement filed with the SEC. A copy of the press release announcing the appointment of Mr. Kumar to Ciena's Board of Directors is furnished as Exhibit 99.1. |
Exhibit Number | Description of Document |
Exhibit 99.1 | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized. |
Ciena Corporation | ||
Date: August 29, 2019 | By: | /S/ David M. Rothenstein |
David M. Rothenstein | ||
Senior Vice President, General Counsel and Secretary | ||