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.

• Capital allocation focused on M&A, including the acquisition of Inertial Labs and a pending acquisition from Spirent Communications, alongside a $16.4 million share repurchase.

• Net revenues increased 8.4% year-over-year to $1.08B, with GAAP operating margin up 320 basis points to 5.3% and non-GAAP EPS up 42.4% to $0.47.

• Stockholder engagement included outreach to holders of 45% of outstanding shares, with no significant concerns raised.

• The company expects continued growth in FY26, led by its diversification strategy and recovery in traditional markets.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of nine directors, (2) ratification of PwC as independent auditor for FY26, (3) advisory vote on executive compensation, (4) amendment and restatement of the 2003 Equity Incentive Plan, and (5) amendment to the Certificate of Incorporation to include an officer exculpation provision.

• The Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 directors, with 9 standing for election; 8 of 9 nominees are independent, and 3 are female.

• Board leadership is separated, with an independent Chair and CEO.

• All committees (Audit, Compensation, Corporate Development, Governance) are composed of independent directors.

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

• Majority voting standard for director elections; mandatory retirement age of 76.