Viavi Solutions (VIAV) Proxy Filing summary

Executive summary

• FY24 saw a challenging business environment, especially in North America, with reduced demand from service providers and network equipment manufacturers, leading to a 9.6% revenue decline and a restructuring plan in Q4 to align with market conditions.

• $20 million was returned to shareholders through share repurchases, and the 2024 senior convertible notes were retired to improve the balance sheet.

• The company expects conservative spending to persist through 2024, with gradual demand recovery anticipated in early 2025.

• Stockholder engagement included outreach to holders of 40% of shares, and ESG oversight was maintained despite macroeconomic challenges.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for FY25, and (3) a non-binding advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eight nominees, 88% of whom are independent, with 38% diversity (women or underrepresented groups).

• Board leadership is separated, with an independent chair; all committees are composed of independent directors.

• Annual board, committee, and director evaluations are conducted, leading to refinements in board practices.

• Stockholder engagement and board refreshment are ongoing priorities, with a focus on diversity and succession planning.