Viavi Solutions Inc. (NASDAQ:VIAV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Laura Black
Effective February 13, 2018, the Board of Directors (the “Board”) of Viavi Solutions Inc. (the “Company” or “VIAVI”) appointed Laura Black as a director of the Company. Following her appointment, Ms.Black will serve until the 2018 annual meeting of VIAVI stockholders (the “2018 Meeting”) or until her earlier resignation or removal. The Board has also appointed Ms.Black to the Corporate Development Committee of the Board.
Ms.Black is currently a Managing Director at Needham & Company, a position she has held since March 1999. Ms. Black also currently serves on the board of directors of Super Micro Computer, Inc. and is chair of its audit committee. Ms.Black holds an M.S. degree in Management from the Stanford University Graduate School of Business and is a Sloan Fellow. Ms. Black also holds an M.S. degree in Electrical Engineering from Santa Clara University and a B.S. degree in Electrical Engineering from the University of California at Davis.
Ms. Black will be entitled to the Company's standard director compensation as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the United States Securities and Exchange Commission on October 4, 2017, (the “2017 Proxy Statement”). Such description is incorporated by reference herein.
The Company and Ms.Black have entered into the Company’s standard form of director indemnification agreement (the “Indemnification Agreement”), providing for the Company to indemnify Ms.Black as a director of the Company for certain potential risks as specified in the Indemnification Agreement. A copy of the Company’s form of Indemnification Agreement is attached as Exhibit 10.9 to the Current Report on Form 8-K which the Company filed with the Securities and Exchange Commission on April20, 2015, and is incorporated by reference herein.
Ms. Black does not have any reportable transactions under Item 404(a) of Regulation S-K.
Resignation of Pamela Strayer
Separately, on February 12, 2018, Pamela Strayer notified the Company that she was resigning from the Board effective February 13, 2018. Ms. Strayer’s resignation is not due to any disagreement with the Company on any matter related to VIAVI’s operations, policies or practices. The Company and the Board extend their appreciation to Ms. Strayer for her contributions and service on the Board.
Regulation FD Disclosure.
On February 15, 2018, Viavi Solutions Inc. (the “Company”) issued a press release announcing the authorization to increase its repurchase program from up to $150 million to up to $200 million of the Company’s common stock through open market or private transactions until September 30, 2019.A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference in its entirety.
The information in this Item 5.02 of this Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02Financial Statements and Exhibits.
VIAVI SOLUTIONS INC. ExhibitEX-99.1 2 exhibit991finalpressreleas.htm EXHIBIT 99.1 Exhibit NEWS RELEASE VIAVI Increases Common Stock Repurchase Program from $150 Million to $200 MillionSan Jose,…To view the full exhibit click
About Viavi Solutions Inc. (NASDAQ:VIAV)
Viavi Solutions Inc. (Viavi) is a provider of network test, monitoring and assurance solutions to communications service providers, enterprises and their ecosystems. The Company also offers thin film optical coatings, providing light management solutions to anti-counterfeiting, consumer and industrial, government and healthcare and other markets. The Company’s segments include Network Enablement (NE), Service Enablement (SE), and Optical Security and Performance Products (OSP). The NE segment provides testing solutions that access the network to perform build-out and maintenance tasks. The SE segment offers solutions, which are embedded systems that yield network, service and application performance data. The OSP segment provides optical security solutions. The OSP segment’s security offerings for the currency market include Optically Variable Pigment (OVP), Optically Variable Magnetic Pigment (OVMP) and banknote thread substrates.