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): November 20, 2024
Lumentum Holdings Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 001-36861 | | 47-3108385 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification Number) |
1001 Ridder Park Drive, San Jose, California 95131
(Address of Principal Executive Offices including Zip code)
(408) 546-5483
(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: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value of $0.001 per share | LITE | Nasdaq Global Select Market |
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. ☐
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As indicated below, on November 20, 2024, the stockholders of Lumentum Holdings Inc. (the “Company”) approved an amendment to the Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) to extend the expiration date of the plan for one year until June 23, 2026.
The Company’s board of directors previously approved the amended 2015 Plan subject to stockholder approval. A detailed summary of the 2015 Plan is set forth in the Company’s proxy statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 3, 2024 (the “2024 Proxy Statement”). A copy of the 2015 Plan, as amended, is filed herewith as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders
On November 20, 2024, the Company held its 2024 Annual Meeting of Stockholders. The proposals considered at the meeting are described in detail in the 2024 Proxy Statement. The proposals voted upon at the meeting and the vote with respect to each such matter are set forth below:
(i) Election of Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Name | For: | Against: | Abstentions: | Broker Non-Votes: |
| Harold L. Covert | 54,578,181 | 128,187 | 73,237 | 5,497,400 |
| Pamela F. Fletcher | 52,945,402 | 1,774,066 | 60,137 | 5,497,400 |
| Isaac H. Harris | 54,353,685 | 366,470 | 59,450 | 5,497,400 |
| Penelope A. Herscher | 51,824,925 | 2,895,272 | 60,038 | 5,497,400 |
| Julia S. Johnson | 52,735,827 | 1,974,198 | 69,580 | 5,497,400 |
| Brian J. Lillie | 54,283,689 | 438,521 | 57,395 | 5,497,400 |
| Alan S. Lowe | 54,574,304 | 140,224 | 65,077 | 5,497,400 |
| Ian S. Small | 54,192,641 | 530,038 | 56,926 | 5,497,400 |
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(ii) To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| For: | Against: | Abstentions: | Broker Non-Votes: |
| 51,939,097 | 2,623,124 | 217,384 | 5,497,400 |
(iii) To approve the Amended and Restated 2015 Equity Incentive Plan: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| For: | Against: | Abstentions: | Broker Non-Votes: |
| 33,301,725 | 21,252,781 | 225,099 | 5,497,400 |
(iv) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the period ending June 28, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
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| For: | Against: | Abstentions: |
| 59,808,899 | 224,959 | 243,147 |
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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| | LUMENTUM HOLDINGS INC. |
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| | By: | | /s/ Jae Kim |
| | Name: | | Jae Kim |
| | Title: | | Senior Vice President, General Counsel and Secretary |
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| November 21, 2024 | | | | |
