8-K 1 form8-k2019annualmeetingre.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2019
CALIX, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-34674
 
68-0438710
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(I.R.S. Employer
Identification No.)
 
 
 
2777 Orchard Parkway, San Jose, California
 
95134
(Address of principal executive offices)
 
(Zip Code)
(408) 514-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.025 per share
 
CALX
 
New York Stock Exchange (NYSE)


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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company
 
o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).  o


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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Calix, Inc. (the “Company”) on May 22, 2019, the stockholders approved the following proposals, casting their votes as follows:

Proposal 1: To elect four Class III directors to the Calix Board to serve until the 2022 annual meeting of stockholders or until their successors are elected:
Nominee
For
Withheld
Broker Non-Votes
Christopher Bowick
37,944,749
1,041,410
11,071,763
Kira Makagon
38,613,237
372,922
11,071,763
Michael Matthews
38,573,624
412,535
11,071,763
Carl Russo
38,245,806
740,353
11,071,763

Proposal 2: To approve the 2019 Equity Incentive Award Plan:
For
Against
Abstained
Broker Non-Votes
35,561,001
3,398,539
26,619
11,071,763

Proposal 3: To approve the Amended and Restated Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock issuable under the ESPP by 2,500,000:
For
Against
Abstained
Broker Non-Votes
35,651,048
226,235
3,108,876
11,071,763

Proposal 4: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
For
Against
Abstained
Broker Non-Votes
34,812,601
1,050,959
3,122,599
11,071,763

Proposal 5: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
For
Against
Abstained
49,946,834
56,246
54,842

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:
May 22, 2019
 
 
 
 
CALIX, INC.
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Suzanne Tom
 
 
 
 
 
 
 
 
Suzanne Tom
 
 
 
 
 
 
 
 
VP, General Counsel


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