CALIX, INC. (NYSE:CALX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)On September15, 2017, the Board of Directors (“Board”) of Calix, Inc. (the “Company”) appointed Kathleen Crusco to the Board as a Class II director, authorizing an increase in the number of directors from nine to ten.

to the Company’s director compensation policies, as a non-employee director, Ms. Crusco will receive (i) a $40,000 annual retainer for her service on the Board, pro-rated for the remainder of 2017 and paid in quarterly installments, and (ii) upon her appointment, an automatic initial grant of 26,936 restricted stock units under the Company’s 2010 Equity Incentive Award Plan that will vest in full on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the Company’s 2018 annual meeting of stockholders. The foregoing description is qualified in its entirety by reference to the text of (i) the Company’s Non-Employee Director Cash Compensation Policy, as amended, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2017; and (ii) the Company’s Non-Employee Director Equity Compensation Policy, which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2017.

In connection with Ms. Crusco’s election to the Board, the Company and Ms. Crusco will enter into the Company’s standard indemnification agreement, the form of which was filed with the SEC as Exhibit 10.5 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010.

There is no arrangement or understanding between Ms. Crusco and any other persons to which Ms. Crusco was selected as a director, and Ms. Crusco has no reportable transactions under Item 404(a) of Regulation S-K.

Item 5.02 Regulation FD Disclosure.

A copy of the Company’s press release, dated September 18, 2017, announcing the appointment of Ms. Crusco is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 5.02 Financial Statements and Exhibits.

CALIX, INC Exhibit
EX-99.1 2 ex991pressreleasecrusco.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Kathy Crusco,…
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About CALIX, INC. (NYSE:CALX)

Calix, Inc. is a provider of broadband communications access systems and software for fiber- and copper-based network architectures that enable communications service providers (CSPs), to transform their networks and connect to their residential and business subscribers. The Company enables CSPs to provide a range of revenue-generating services, from basic voice and data to advanced broadband services, over legacy and next-generation access networks. The Company develops and sells carrier-class hardware and software products, which it refers to as the Unified Access portfolio. The Company’s Unified Access portfolio consists of four core systems and nodes, the E-Series access systems and nodes (E-Series systems and nodes), the B6 access nodes (B-Series nodes), the C7 multiservice, multiprotocol access system (C-Series system), and the BLM1500 gigabit passive optical network (GPON) access terminal.