Viavi Solutions (VIAV) Proxy Filing summary

Executive summary

• FY25 marked a return to growth, driven by diversification into data center and aerospace/defense markets, with stabilization in traditional businesses and strong demand in Network and Service Enablement.

• Acquisitions included Inertial Labs and a pending deal for Spirent Communications plc's High-Speed Ethernet and Network Security Testing businesses; 2 million shares repurchased for $16.4 million.

• Net revenues rose 8.4% year-over-year to $1.08B, GAAP operating margin increased to 5.3%, and non-GAAP EPS grew 42.4% to $0.47.

• Stockholder engagement reached 45% of outstanding shares, with no significant concerns raised.

• Sustainability initiatives remained a focus, with oversight by the Sustainability Executive Steering Committee.

Voting matters and shareholder proposals

• Five proposals: election of nine directors, ratification of PwC as auditor for FY26, advisory vote on executive compensation, amendment of the 2003 Equity Incentive Plan, and amendment of the Certificate of Incorporation to include officer exculpation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 directors (9 standing for election), with 89% independence and 33% female representation.

• Separate Chair and CEO roles; independent Chair enhances oversight.

• All committees (Audit, Compensation, Corporate Development, Governance) are fully independent.

• Annual board, committee, and director evaluations inform succession and strategic planning.

• Majority voting standard for directors; mandatory retirement at age 76.