Date of Report (Date of earliest event reported): May 11, 2023
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 11, 2023, the Board of Directors (“Board”) of Calix, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Michael Weening to the Board as a Class I director. In connection with Mr. Weening’s appointment to the Board, the Board increased the size of the Board from eight members to nine.
Mr. Weening has served as the Company’s Chief Executive Officer since October 2022, and President since January 2021. Mr. Weening previously served as Chief Operating Officer. As an employee director, Mr. Weening will not receive any additional compensation for his service as a director. There is no arrangement or understanding between Mr. Weening and any other persons pursuant to which Mr. Weening was selected as a director, and Mr. Weening has no reportable transactions under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
As previously disclosed, on July 15, 2022, the Board authorized a one-year stock repurchase program for up to $100 million of the Company’s common stock. On May 11, 2023, the Board amended the repurchase program to remove the one-year end date. Under the repurchase program, repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The specific timing, price and size of the purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations consistent with the Company’s capital allocation strategy. The repurchase program does not obligate the Company to acquire a particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
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SIGNATURE
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.