8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 30, 2020

Ciena Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36250

Delaware

(State or other jurisdiction of incorporation)

7035 Ridge Road, Hanover, MD

(Address of principal executive offices)

23-2725311

(IRS Employer Identification No.)

21076

(Zip Code)

Registrant's telephone number, including area code: (410) 694-5700

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, $0.01 par value	CIEN	New York Stock Exchange

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

(d) Effective June 30, 2020, the Board of Directors of Ciena Corporation (“Ciena”) increased the size of the Board to ten directors and appointed Hassan M. Ahmed, Ph.D. to fill the newly created vacancy in Class III of the Board. The term of office for Class III directors expires at Ciena’s 2021 Annual Meeting of stockholders, and Dr. Ahmed will stand for election at that time. Also effective June 30, 2020, Dr. Ahmed was appointed to serve on both the Compensation Committee and the Governance and Nominations Committee of the Board.

Dr. Ahmed, age 62, most recently served as Chairman of the Board and Chief Executive Officer of Affirmed Networks, which was acquired by Microsoft in April 2020. Before founding Affirmed Networks in 2010, he was a senior advisor at Charles River Ventures. From 1998 to 2008, Dr. Ahmed served as Chairman and Chief Executive Officer of Sonus Networks. Prior to that time, he served in various executive roles at Ascend Communications, Cascade Communications and Analog Devices. He also served as President and founder of WaveAccess, and founded and served as director of the VLSI Systems Group of Motorola Codex. Dr. Ahmed previously served as Associate Professor of Electrical, Computer and Systems Engineering and Associate Professor of Finance at Boston University. Dr. Ahmed holds a BSEE and MSAE from Carleton University and a Ph.D. in electrical engineering from Stanford University.

The Board also approved the grant, effective as of July 1, 2020, of a restricted stock unit award to Dr. Ahmed representing shares of Ciena common stock with a target delivered value of approximately $166,356. 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 Dr. Ahmed continues his service on the Board, the restricted stock unit award will vest in its entirety on September 20, 2021. In connection with his service on the Board of Directors, Dr. Ahmed 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 Dr. Ahmed to Ciena's Board of Directors is furnished as Exhibit 99.1.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d)	The following exhibits are being filed herewith:
	Exhibit Number	Description of Document
	Exhibit 99.1	Press Release dated July 1, 2020 issued by Ciena Corporation, announcing the appointment of Dr. Ahmed to Ciena's Board of Directors.
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	Ciena Corporation
Date: July 1, 2020	By:	/s/ David M. Rothenstein
		David M. Rothenstein
		Senior Vice President, General Counsel and Secretary

EX-99.1

FOR IMMEDIATE RELEASE

Ciena Appoints Hassan Ahmed to Board of Directors

HANOVER, Md.– July 1, 2020 – Ciena (NYSE: CIEN) today announced that Hassan M. Ahmed, Ph.D., has been appointed to its Board of Directors.

Dr. Ahmed most recently served as Chairman of the Board and Chief Executive Officer of Affirmed Networks, which was acquired by Microsoft in April 2020. Before founding Affirmed Networks in 2010, he was a senior advisor at Charles River Ventures. From 1998 to 2008, Dr. Ahmed served as Chairman and Chief Executive Officer of Sonus Networks. Prior to that time, Dr. Ahmed served in various executive roles at Ascend Communications, Cascade Communications and Analog Devices. He also served as President and founder of WaveAccess, a pioneer in high-speed wireless network products. Dr. Ahmed was Associate Professor of Electrical, Computer and Systems Engineering and Associate Professor of Finance at Boston University.

“Hassan brings a strong strategic growth orientation with outstanding industry and technology knowledge, including a successful entrepreneurial track record in leading market-disrupting businesses and deep expertise in the packet networking and IP arena,” said Gary B. Smith, president and CEO of Ciena. “We look forward to his insights and guidance as we continue to deliver networks that can adapt to today’s ever-changing digital world.”

Dr. Ahmed is the author of more than 50 professional publications and holds a BSEE and MSAE from Carleton University and a Ph.D. in electrical engineering from Stanford University.

###

About Ciena

Ciena (NYSE: CIEN) is a networking systems, services and software company. We provide solutions that help our customers create the Adaptive Network^TM in response to the constantly changing demands of their users. By delivering best-in-class networking technology through high-touch consultative relationships, we build the world’s most agile networks with automation, openness and scale. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.

Note to Ciena InvestorsYou are encouraged to review the Investors section of our website, where we routinely post press releases, SEC filings, recent news, financial results, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that are based on our current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied, because of risks and uncertainties, including those detailed in our most recent annual and quarterly reports filed with the SEC. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

XML

Cover Page	Jun. 30, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 30, 2020
Entity Registrant Name	Ciena Corp
Entity File Number	001-36250
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	23-2725311
Entity Address, Address Line One	7035 Ridge Road
Entity Address, City or Town	Hanover
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21076
City Area Code	410
Local Phone Number	694-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	CIEN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000936395
Amendment Flag	false