Calix (CALX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2025, with voting on key proposals including director elections, equity plan amendments, and executive compensation.

• Shareholders of record as of March 11, 2025, are eligible to vote on five main proposals and any other business properly brought before the meeting.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors for three-year terms, approve amendments to the 2019 Equity Incentive Award Plan, approve additional shares for the Stock Purchase and Matching Plan, provide a non-binding say-on-pay vote, and ratify KPMG LLP as the independent auditor.

• The board recommends voting FOR all proposals.

• Proposals 1-4 are non-routine and require direct shareholder voting; Proposal 5 is routine and may be voted by brokers if no instructions are given.

• Shareholder proposals for the 2026 meeting must be submitted by November 27, 2025, for inclusion in next year’s proxy materials.

Board of directors and corporate governance

• The board consists of nine directors, with seven considered independent under NYSE rules.

• The board is divided into three classes with staggered three-year terms; annual self-assessments and director education are conducted.

• Five principal committees: Audit, Nominating and Corporate Governance, Talent and Compensation, Cybersecurity, and Strategic, all composed of independent directors.

• The board emphasizes a mix of skills, backgrounds, and tenures, with an average independent director tenure of about six years.

• The board’s leadership structure includes a non-independent chairman and a lead independent director.