Viavi Solutions Inc. (VIAV) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Viavi Solutions, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Richard Belluzzo, Chair of the Board of Directors of Viavi Solutions, Inc. Mr. Belluzzo, the floor is yours.

Well, thank you. Good morning. It is 08:00 am Mountain Standard time, and I'm -- it's time to call to order this Annual Meeting of Shareholders of Viavi. My name is Richie Belluzzo, Chair of the Board of Directors of Viavi. On behalf of the Board of Directors and the management team of Viavi, thank you for virtually attending our 2021 annual meeting today. Joining me today are the other members of Viavi's Board of Directors: Keith Barnes, Laura Black, Tor Braham, Timothy Campos, Donald Colvin, Masood Jabbar and Oleg Khaykin, who also serves as President and CEO. I'd also like to introduce several other members of our executive team who are in attendance today. Henk Derksen, our CFO; [ Keith Siebert ] (sic) [ Kevin Siebert ] our General Counsel; and Petra Nagel, our Senior Vice President of HR. Also present is John Russo from PricewaterhouseCoopers LLP, our independent public accounting firm. Brooke Webb from Computershare, our transfer agent, will act as the inspector of elections of this meeting and has executed an oath of the inspector of elections. The rules of procedures are posted on the virtual annual meeting website, please review them. In order to conduct an orderly meeting and give all eligible stockholders and proxy holders an opportunity to participate, we ask that you adhere to these rules at all times. An opportunity will be provided to ask questions during the question-and-answer session, which will take place after the annual meeting has been adjourned. However, please note that you may submit questions at any time during its virtual annual meeting in the space provided on the virtual annual meeting screen. Please follow the instructions provided on the virtual annual screen to submit questions. We intend to make every effort to answer all questions. However, if multiple questions are submitted on the same target, we will summarize and respond collectively. I will now turn to Kevin Siebert, our General Counsel, who is acting as Secretary of Secretary for the meeting today. Kevin?

Thank you, Rick. The Board fixed September '21, 2021, as the record date for determining stockholders entitled to notice of and to vote at this meeting. An affidavit has been given to the inspector of elections attesting to the fact that notice of this meeting is duly entirely given to all stockholders of record. As of the close of business on September '21, 2021, Viavi had outstanding and entitled to vote 239,508,213 shares of common stock. Each of which is entitled to 1 vote. Based on the tabulation of proxies already received from stockholders in the best of our knowledge, there is present at the meeting, a quorum for the transaction of business. The final report of the inspector of elections will include the votes, if any, of stockholders present and voting at the meeting. The list of stockholders of record as of the close of business on September 21, 2021, has been available for [indiscernible]. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. It is 08:03 am, and the polls are now open for voting. Any stockholders desiring to vote should do so at this time through the Internet using the virtual annual meeting website. We have 3 proposals from the company that stockholders are being asked to approve. First, to elect 8 nominees to the Board of Directors; second, to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal year 2022; and third, to vote on a nonbinding advisory resolution to approve executive compensation. Detailed information concerning these proposals is in the proxy statement sent or made available to Viavi stockholders. Is there anyone else who wishes to vote at the virtual meeting and who has not yet submitted their vote? All votes should be submitted through the Internet using the virtual meeting website because votes cannot be accepted after the polls are closed, which will happen momentarily. It is now 08:04 am, and the polls are now closed. Based on information we have received from our inspector of elections, I will now announce the preliminary voting results for the meeting, which remains subject to the inspector of election's final report. Each of the nominees has been elected. PricewaterhouseCoopers LLP has been ratified as Viavi's independent registered public accounting firm for fiscal year 2022. The nonbinding resolution on executive compensation has been approved. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a Form 8-K within 4 business days. There being no further formal business, the 2021 annual meeting is now adjourned.

[Operator Instructions]

Thank you, operator. I will now turn over the meeting to Bill Ong, Viavi's Senior Director of Investor Relations; and to Oleg Khaykin, our CEO, for a Q&A session.

Thank you, Kevin. There are no questions in the queue. I will now turn the call over to Oleg.

Thank you, Bill. I will now -- I would like to thank everyone for attending today's virtual meeting. We appreciate your continued support of Viavi. Have a nice day. Thank you.

This concludes the meeting. You may now disconnect, and have a pleasant day.