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.

Thank you. It is 10:00 a.m. and time to call to order this 2025 Annual Meeting of Stockholders of Viavi. My name is Richard Belluzzo, Chair of the Board of Directors of Viavi. And on behalf of the Board of Directors and management team of Viavi, thank you for virtually attending our 2025 Annual Meeting here today. Joining me are the other members of Viavi's Board of Directors: Keith Barnes, Laura Black, Richard Burns, Donald Colvin, Eugenia Corrales, Doug Gilstrap, Joanne Solomon and Oleg Khaykin, who serves as our President and CEO. I'd also like to introduce several other members of the executive team who are in attendance here today: Ilan Daskal, our CFO; and Kevin Siebert, our General Counsel. Also present are John Russo and [ Matthew Fiorino ] 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 the 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. You may also submit questions at any time during this virtual annual meeting in the space provided in the virtual annual meeting screen. Please follow the instructions provided on the virtual annual meeting screen to submit questions. We intend to make every effort to answer all questions. However, if multiple questions are submitted on the same topic, we will summarize and respond collectively. I will now turn the meeting over to Kevin Siebert, our General Counsel, who is acting as Secretary for the meeting.

Thank you, Rick. The Board fixed September 23, 2025, is 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 was duly and timely given to all stockholders of record. As of the close of business on September 23, 2025, Viavi had outstanding and entitled to vote 223,198,857 shares of common stock, each of which is entitled to one vote. Based on the tabulation of proxies already received from stockholders and to the best of our knowledge, there is present at this 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 23, 2025, has been available for examination for the past 10 days. It is 10:03 a.m., 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 5 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 2026; third, to vote on a nonbinding advisory basis to approve the compensation for named executive officers; fourth, to approve the amendment and restatement of Viavi's 2023 equity incentive plan; and fifth, to approve the amendment and restatement of Viavi Certificate of Incorporation to include an officer exculpation provision. 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 annual -- virtual meeting and who has not yet submitted their vote? All votes should be submitted through the Internet using the virtual meeting website at this time because votes cannot be accepted after the polls are closed, which will happen momentarily. It is 10:04 a.m. 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 2026. The nonbinding vote on an advisory basis on executive compensation has been approved. The amendment and restatement of Viavi's 2003 equity incentive plan has been approved. The amendment and restatement of Viavi Certificate of Incorporation to provide for an officer exculpation provision 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 2025 Annual Meeting is now adjourned. Thank you, operator. I will now turn over the meeting to Ilan Daskal, CFO; and Oleg Khaykin for a Q&A session.

Thank you, Kevin. We'll check with the operator if there are any questions. All right. We see that there are no questions in the queue, so I will turn the call now to Oleg.

Thank you, Ilan. I would like to thank everyone for attending today's virtual meeting. We appreciate your continued support of Viavi.

This concludes the meeting. You may now disconnect.