Viavi Solutions (VIAV) Proxy filing summary

Executive summary

• FY26 revenue reached $1.52B, up 40.0% YoY; GAAP operating margin was 6.9%, non-GAAP margin 20.6%, and non-GAAP EPS $1.00.

• FY26 growth reflected demand in data center, aerospace and defense, anti-counterfeiting and 3D markets, plus the Spirent testing-business acquisition; wireless remained pressured.

• Capital allocation included repurchasing 2.7M shares for $30M; data center and aerospace and defense diversification is expected to support growth in FY27.

Voting matters and shareholder proposals

• At the virtual November 11, 2026 annual meeting, stockholders will elect nine directors for one-year terms, ratify PwC for FY27, and cast an advisory vote on FY26 named executive compensation; the Board recommends FOR all.

• Director elections require a majority of votes cast for each nominee; auditor ratification and say-on-pay require a majority of shares present or represented and entitled to vote.

• The next annual say-on-pay vote is expected at the 2027 meeting; the Board and Compensation Committee will consider the 2026 advisory vote results in future pay decisions.

Board of directors and corporate governance

• Nine directors are standing for election; eight are independent, three are women, and two current Board members joined in FY26.

• The Board maintains separate CEO and Chair roles, with independent director Richard Belluzzo serving as Chair; all standing committees are composed of independent directors.

• The Board conducted annual Board, committee and director evaluations; FY26 follow-up focused on Board composition, succession planning, strategic planning and business performance/growth.

• Uncontested director elections use majority voting; nominees agree to tender resignations if they fail to receive the required majority, and directors reaching age 76 retire at the next annual meeting.