VIAVI SOLUTIONS INC

DEF 14A 1 viavisolutionsinc-proxya.htm DEF 14A VIAVI SOLUTIONS INC - Proxy

VIAVI SOLUTIONS INC.

7047 E Greenway Pkwy Suite 250,

Scottsdale, Arizona 85254

(408) 404-3600

Virtual Annual Meeting of Stockholders

Proxy Statement

2021 Annual Report



YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. PLEASE REFER TO (I) THE INSTRUCTIONS OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, (II) THE SECTION ENTITLED GENERAL INFORMATION BEGINNING ON PAGE 1 OF THIS PROXY STATEMENT, OR (III) IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD.


IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 10, 2021: The notice of annual meeting, proxy statement and the annual report on Form 10-K for the fiscal year ended July 3, 2021, are available free of charge at the following website: www.edocumentview.com/VIAV

GO GREEN!

Viavi Solutions Inc. is pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules allowing companies to furnish this Proxy Statement and Annual Report over the Internet to our stockholders who hold Common Stock. We believe that this e-proxy process, also known as “Notice and Access” will expedite the receipt of proxy materials by our stockholders, reduce our printing and mailing expenses and reduce the environmental impact of producing the materials required for our annual meeting of stockholders.

You should refer to the “General Information” portion of the following Proxy Statement or contact our Investor Relations hotline at 408-404-6305 for assistance regarding instructions on how to register for and access our Proxy Statement and Annual Report online.

TABLE OF CONTENTS


			Page

EXECUTIVE SUMMARY

PROXY STATEMENT			1

GENERAL INFORMATION			1

PROPOSAL 1			8

Election of Directors			8

CORPORATE GOVERNANCE			15

Corporate Governance, ESG and Corporate Social Responsibility			15

Director Independence			22

Board Leadership			22

Board Oversight of Risk			22

Compensation Program Risk Assessment			23

Board Committees and Meetings			24

Compensation Committee Interlocks and Insider Participation			25

Communication between Stockholders and Directors			26

Director Compensation			27

Director Compensation Table			29

Relationships Among Directors or Executive Officers			29

Certain Relationships and Related Person Transactions			29

Executive Officers			30

PROPOSAL 2			32

Ratification of Independent Auditors			32

PROPOSAL 3			34



Advisory Vote on Executive Compensation			34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35

EXECUTIVE COMPENSATION			37

Compensation Discussion and Analysis			37

Summary Compensation Table			63

Grants of Plan-Based Awards			66

Outstanding Equity Awards at Fiscal Year-End			68

Option Exercises and Stock Vested			70

Potential Payments Made Upon Termination or Change of Control			73

CEO PAY RATIO			74

EQUITY COMPENSATION PLANS			75

AUDIT COMMITTEE REPORT			76

OTHER INFORMATION			78

APPENDIX A – GAAP TO NON-GAAP RECONCILIATION			A-1

October 1, 2021

Dear Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Viavi Solutions Inc. (“VIAVI”). Preservation of health and safety is of the utmost importance to VIAVI and continues to drive our business decisions. To support the health and well-being of our stockholders, employees and directors in light of the ongoing COVID-19 pandemic, our 2021 Annual Meeting of Stockholders will be held as a virtual meeting of stockholders and stockholders will not be able to attend the meeting in person. Our Annual Meeting of Stockholders will be conducted exclusively via the internet at a virtual audio web conference at https://meetnow.global/M2KTKF2 on November 10, 2021, at 8:00 a.m. Mountain Standard Time. Stockholders of record as of the close of business on September 21, 2021 are entitled to vote.

You can attend the 2021 Annual Meeting of Stockholders online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned internet site. We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. We hope to resume our historical practice of holding an in-person meeting next year. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2021 Annual Meeting of Stockholders and proxy statement.

We have also elected to deliver our proxy materials to our stockholders over the internet and will mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2021 Annual Meeting of Stockholders and 2021 annual report to stockholders. This notice also provides instructions on how to vote by telephone or through the internet and includes instructions on how to receive a paper copy of the proxy materials by mail.

The matters to be acted upon are described in the accompanying notice of annual meeting and proxy statement.

We hope that you will be able to attend this year’s Annual Meeting of Stockholders. Whether or not you plan to attend the meeting, please vote through the internet or by telephone or request, sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

On behalf of the Board of Directors, we would like to express our appreciation for your continued support of VIAVI.

Sincerely,

Oleg Khaykin

President and Chief Executive Officer

Notice of 2021 Annual Meeting of Stockholders

Virtual Meeting Logistics



Date Wednesday, November 10, 2021	Time 8:00 a.m., Mountain Standard Time	Live Webcast https://meetnow.global/M2KTKF2 access begins at 7:30 a.m., MST

Items of Business

•To elect the 8 directors named in this proxy statement;

•To ratify the appointment of the independent registered public accounting firm for the fiscal year ending July 2, 2022;

•To approve, on an advisory basis, VIAVI's executive compensation; and

•To consider such other business as may properly come before the meeting.

Important Meeting Information

Record Date

Stockholders of record as of September 21, 2021 will be able to vote and participate in the 2021 Annual Meeting of Stockholders using the control number included on their Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompanied their proxy materials.

A Notice of Internet Availability of Proxy Materials was first sent on or about October 1, 2021.

Technical Issues

Contact (800) 736-3001 (toll-free) or +1 (781) 575-3100 (international) or review the instructions on the virtual meeting website if you experience any technical difficulties or have trouble accessing the virtual meeting.

Asking Questions

During the meeting, questions can only be submitted in the question box provided at: https://meetnow.global/M2KTKF2.

Your Vote is Important.

Whether or not you plan to attend the meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. please refer to (i) the instructions of the Notice of Internet Availability of Proxy Materials you received in the mail, (ii) the section entitled general information beginning on page 1 of this proxy statement, or (iii) if you requested to receive printed proxy materials, your enclosed proxy card.

Notice of 2021 Annual Meeting of Stockholders

(Continued)

By Order of the Board of Directors,

Oleg Khaykin

President and Chief Executive Officer

Scottsdale, Arizona

October 1, 2021



IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 10, 2021: The notice of annual meeting, proxy statement and the annual report on Form 10-K for the fiscal year ended July 3, 2021, are available free of charge at the following website: www.edocumentview.com/VIAV

This summary provides an overview of selected information in this year’s proxy statement. We encourage you to read the entire proxy statement before voting.

Annual Meeting of Stockholders


Date & Time:			Wednesday, November 10, 2021 at 8:00 a.m. Mountain Standard Time
Location:			https://meetnow.global/M2KTKF2
Record Date:			September 21, 2021

Voting Matters

Stockholders will be asked to vote on the following matters at the 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting") of Viavi Solutions Inc. (“VIAVI”):


	Board Recommendation
ITEM 1. Election of Directors The Board of Directors (the "Board') believes that each of the director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board.		Vote FOR each director nominee
ITEM 2. Ratification of the Appointment of PricewaterhouseCoopers LLP as VIAVI’s independent registered public accounting firm for fiscal year 2022 The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as VIAVI’s independent auditors is in the best interests of VIAVI and its stockholders.		Vote FOR
ITEM 3. Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers The Board believes that the compensation of our named executive officers as disclosed in this proxy statement for fiscal year 2021 is well aligned with VIAVI’s performance and the interests of our stockholders.		Vote FOR

VIAVI at a Glance

Our Values

The six VIAVI business values below articulate the cultural identity for VIAVI and provide shared understanding of expectations across the company.

These values were identified through global workshops to understand the foundational components of working at VIAVI, as well as the guiding principles that will help us to achieve our objectives globally. These values describe the desired operating environment of the employees and management. The values reinforce the importance of how we approach working together to serve our stakeholders and drive commercial success.

Governance Highlights

Board Composition

The Governance Committee regularly reviews the overall composition of the Board and its committees to assess whether it reflects the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to VIAVI’s current and future global business and strategy.1

Board Tenure

The Board considers length of tenure when reviewing nominees in order to maintain an overall balance of experience, continuity and fresh perspective.


0-5 Years: 22%			5-10 Years: 56%			10+ Years: 22%			Average tenure of all current directors 8 years

Board Profile

____________________

1.For the purpose of the charts, this information relates to our directors who are serving as of the date of this proxy statement and each year refers to the 12-month period ending on October 1st.

Board Refreshment

Thoughtful consideration is continuously given to the composition of our Board in order to maintain an appropriate mix of experience and qualifications, introduce fresh perspectives, and broaden and diversify the views and experience represented on the Board.

Our Director Nominees

Committee Memberships (effective July 3,2021)

Nominee

Age at Record Date

Primary Occupation

Director Since

Audit Committee

Compensation Committee

Corporate Development Committee

Governance Committee

Richard E. Belluzzo(C)

US Venture Partner of Innogest SGR SpA

February 2005

●

Keith Barnes

Former Chief Executive Officer and Chair of the Board of Verigy Ltd.

October 2011

● FE

●

Laura Black

Managing Director of Needham & Company, LLC

February 2018

●

Tor Braham

Former Managing Director and Global Head, Technology, M&A for Deutsche Bank Securities

October 2015

●

Timothy Campos

Chief Executive Officer of Woven, Inc.

April 2014

●

Donald Colvin

Former Interim Chief Financial Officer of Isola Group Ltd.

October 2015

● FE

●

Masood A. Jabbar

Former Chief Executive Officer of XDS Inc.

March 2006

● FE

●

Oleg Khaykin

Chief Executive Officer of Viavi Solutions Inc.

February 2016

(C): Chair of the Board

●: Committee Chair

●: Member

FE: Audit Committee Financial expert

Governance Practices

We are vocal advocates for the adoption of sound corporate governance policies that include strong Board leadership and strategic deliberation, prudent management practices and transparency.

Highlights of our governance practices, among others include:



•Non-executive, independent Chairman
•Annual election of directors
•Majority voting for directors in uncontested elections
•All committees are comprised of independent directors
•All members of the Audit Committee are Audit Committee Financial Experts
•Executive sessions of independent directors
•Annual Board, Individual and Committee evaluations
•Risk oversight by Board and Committees, including with respect to cybersecurity
•Procedures for shareholders to communicate directly with the Board
•Stock ownership requirements for directors and executives
•Annual advisory vote on executive compensation
•Annual review of Committee charters and Corporate Governance Guidelines
•Compensation Committee oversight of human capital management matters
•Governance Committee oversight of the Company’s programs, policies and practices related to environmental, social and governance “ESG” matters and related disclosures.
•ESG Executive Steering Committee oversight of the Company’s ESG policies, practices and initiatives.
•No multi-voting or non-voting stock.

Stockholder Engagement and Outreach

Stockholder engagement is essential to our ongoing review of our corporate governance and executive compensation programs and practices. Executive management, Investor Relations and the Corporate Secretary engage with stockholders from time to time to understand their perspectives on a variety of corporate governance matters, including executive compensation, corporate governance policies and corporate sustainability practices.

We also communicate with stockholders through a number of routine forums, including:


•Quarterly earnings presentations;
•SEC filings;
•The annual report and proxy statement;			In 2021, we spoke to stockholders, representing 40% of our shares outstanding.
•The annual stockholders meeting; and
•Investor meetings, conferences and web communications.

We relay stockholder feedback and trends on corporate governance and sustainability developments to our Board and its standing Committees and work with them to enhance our practices and improve our disclosures.

Compensation Discussion and Analysis Highlights

Compensation Policies and Practices

Our commitment to designing an executive compensation program that is consistent with responsible financial and risk management is reflected in the following policies and practices:


			What We Do						What We Don’t Do
			Compensation Committee is comprised 100% of independent directors.						No repricing or repurchasing of underwater stock options without stockholder approval.
			Independent compensation consultant retained by the Compensation Committee.						No dividends or dividend equivalents on unearned awards.
			Balance short- and long-term incentives, cash and equity and fixed and variable pay elements.						No pledging or hedging of VIAVI securities.
			Performance-based awards comprising approximately 50% of the overall equity allocation to executive officers.						No “single trigger” change in control acceleration of vesting for equity awards.
			Require one-year minimum vesting for awards granted under the Amended and Restated 2003 Equity Incentive Plan, subject to certain exceptions.						No excessive perquisites or severance benefits.
			Maintain a clawback policy that applies to both cash incentives and equity awards.						No executive pension plans or supplemental retirement plans.
			Assess and mitigate compensation risk.						No “golden parachute” tax gross-ups.
			Solicit an annual advisory vote on executive compensation.						No multi-voting or non-voting stock.
			Maintain stock ownership guidelines.

Incentive Program – Pay-for-Performance Highlights

As described more fully in the Compensation Discussion and Analysis section of this proxy statement, our Named Executive Officers (NEOs) are compensated in a manner consistent with our performance-based pay philosophy and corporate governance best practices. Below are a few highlights of our pay for performance philosophy as they relate to our CEO.

Fiscal Year 2021 CEO Target Total Direct Compensation

51% performance-based and 95% at risk

Fiscal Year 2021 Incentive Plan Results (CEO)


Fiscal Year 2021 VPP Payout	MSUs Earned in Fiscal Year 2021	Fiscal Year 2021 Performance
$446K for H1 of FY2021 $448K for H2 of FY2021	FY2018 MSUs: 124.25% of 3rd tranche earned	64.7 percentile TSR ranking
	FY2019 MSUs: 150% of 2nd tranche earned	75.7 percentile TSR ranking
	FY2020 MSUs: 69.33% of 1st tranche earned	45.8 percentile TSR ranking

Fiscal Year 2021 Financial Performance

While the COVID-19 pandemic impacted the start of fiscal year 2021, VIAVI experienced a recovery beginning late last calendar year with a strong finish to record revenue of $1.20 billion, up 5.5% from fiscal year 2020.



Net revenue

$1,198.9 million, up $62.6 million or 5.5% year over year.

GAAP operating margin						Non-GAAP operating margin*

11.9%, up 150 bps year-over-year						21.1%, up 250 bps year-over-year

GAAP EPS						Non-GAAP EPS*

$0.20, up $0.08 or 66.7% year-over-year						$0.83, up $0.10 or 13.7% year-over-year

*See Annex A for non-GAAP reconciliation.

ESG and Corporate Social Responsibility Highlights



•Adoption of Global Environmental Policy
•Continued monitoring and reduction of Scope 1 and 2 CO2 emissions
•Sustainability reporting through CDP and using the Sustainability Accounting Standards Board standards
•Continued development of human capital management programs focused on talent planning, talent acquisition, rewards and development
•Ongoing health, safety and employee assistance initiatives to help employees during the Covid-19 pandemic
•Diversity, equity and inclusion “DEI’ strategy focused on three pillars - Leadership, Culture and Talent
•VIAVI and our employees supported a number of community initiatives, including humanitarian relief efforts in India.
•Compensation Committee oversight of human capital management matters
•Governance Committee oversight of the Company’s programs, policies and practices related to environmental, social and governance “ESG” matters and related disclosures
•ESG Executive Steering Committee oversight of the Company’s ESG policies, practices and initiatives
•Adoption of Global Human and Labor Rights Policy

Proxy Statement

General Information

Why am I receiving these proxy materials?

The Board is furnishing these proxy materials to you in connection with 2021 Annual Meeting. The 2021 Annual Meeting will be held on November 10, 2021 online via audio webcast, at 8:00 a.m., Mountain Standard Time. You are invited to attend the 2021 Annual Meeting online and are entitled and requested to vote on the proposals outlined in this Proxy Statement.

Why is the 2021 Annual Meeting being held as a virtual, online meeting?

To support the health and well-being of our stockholders, employees and directors in light of the ongoing COVID-19 pandemic, the 2021 Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the internet, and there will not be a physical meeting location. In light of the public health and safety concerns related to the COVID-19 pandemic, we believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the 2021 Annual Meeting by enabling stockholders to participate remotely from any location around the world. We have designed the virtual 2021 Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. We will continue to actively engage with our stockholders and to monitor the COVID-19 situation to determine if in person meetings are feasible in the future.

Who can vote their shares and attend the 2021 Annual Meeting?

Stockholders as of the record date for the meeting, September 21, 2021, are entitled to vote their shares and attend the virtual annual meeting. At the close of business on the record date, there were 239,508,213 shares of VIAVI common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on September 21, 2021, your shares were registered directly in your name with our transfer agent, Computershare, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting or vote by proxy and you do not need to register to attend the meeting. Whether or not you plan to attend the meeting, we urge you to vote by telephone or through the internet, or if you request or receive paper proxy materials by mail, by filling out and returning a proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee

If on September 21, 2021, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the meeting. Because you are not the stockholder of record, you may not attend or vote your shares at the meeting unless you (i) request and obtain a legal proxy giving you the right to vote the shares at the meeting from the organization that holds your shares and (ii) register to attend the 2021 Annual Meeting. Please see “How do I register to attend the virtual 2021 Annual Meeting?” below for information on how to register to attend the 2021 Annual Meeting.

How do I virtually attend the 2021 Annual Meeting?

We will host the 2021 Annual Meeting live online via audio webcast. You may attend the 2021 Annual Meeting live online by visiting https://meetnow.global/M2KTKF2. The webcast will start at 8:00 a.m. Mountain Standard Time on November 10, 2021. If you are a stockholder of record, you will need to enter the control number included on your proxy card in order to be able to enter the 2021 Annual Meeting online. If you are a beneficial owner and have registered in advance to

participate in the 2021 Annual Meeting, you will need to enter the control number that you received from Computershare. Online check-in will begin at 7:30 a.m. Mountain Standard Time on November 10, 2021, and you should allow ample time for the online check-in proceedings. if you experience any technical difficulties or have trouble accessing the virtual meeting, contact 1 (800) 736-3001 (toll-free) or +1 (781) 575-3100 (international) or review the instructions on the virtual meeting website.

How do I register to attend the virtual 2021 Annual Meeting?

If you are a stockholder of record, you do not need to register to attend the 2021 Annual Meeting. However, if you are the beneficial owner of your shares, you must register in advance to attend the 2021 Annual Meeting. To register to attend the virtual 2021 Annual Meeting online, you must obtain a legal proxy from your brokerage firm, bank or other nominee and submit proof of your legal proxy reflecting your holdings of our stock, along with your legal name and email address, to our virtual meeting provider, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on November 5, 2021. You will receive a confirmation of your registration by email and a control number after we receive your registration materials. Requests for registration should be directed to the following:

•By email: Forward the email from your brokerage firm, bank or other nominee, or attach an image of your legal proxy, to legalproxy@computershare.com.

•By mail: Mail to Computershare, VIAVI Legal Proxy, P.O. Box 505000 Louisville, KY 40233-5005 unless this is an overnight request. Overnight requests should be mailed to Computershare, VIAVI Legal Proxy, 462 South 4th Street, Suite 1600, Louisville, KY 40202.

How do I vote?

You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card or your voting instruction card. To use an alternative voting procedure, follow the instructions on each proxy card or your voting instruction card that you receive. The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote before the 2021 Annual Meeting:

•by telephone or through the internet - in order to do so, please follow the instructions shown on your Notice of Internet Availability or proxy card; or

•by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or

You may also vote during the 2021 Annual Meeting through the internet.

If you want to vote by telephone before the meeting, your votes must be submitted by 11:59 p.m. Eastern Time, on November 9, 2021. If you want to vote through the internet, your votes can be submitted before and during the 2021 Annual Meeting. Submitting your proxy, whether by telephone, through the internet or by mail if you request or received a paper proxy card, will not affect your right to vote should you decide to attend the virtual 2021 Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee

If you are not the stockholder of record, please refer to the voting instructions provided by your nominee regarding how to vote your shares. Your vote is important. To ensure that your vote is counted, complete and mail the voting instruction card provided by your brokerage firm, bank, or other nominee as directed by your nominee. To vote at the 2021 Annual Meeting, you must obtain a legal proxy from your nominee and register to attend the meeting. Please see “How do I register to attend the virtual 2021 Annual Meeting?” above for information on how to register to attend the 2021 Annual Meeting. Whether or not you plan to attend the meeting, we urge you to vote your voting instruction card to ensure that your vote is counted.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor by any of the methods listed below:

Georgeson LLC

1290 Avenue of the Americas

9th Floor

New York, NY 10104

Shareholders, Banks and Brokers Call: 1 (888) 867-6963

Will you make a list of the stockholders of record entitled to vote at the 2021 Annual Meeting available through electronic means?

We will make available an electronic list of stockholders of record as of the record date for inspection by stockholders from October 31, 2021 through November 9, 2021. To access the electronic list during this time, please send your request, along with proof of ownership, by email to investor.relations@viavisolutions.com. You will receive confirmation of your request and instructions on how to view the electronic list online. The list will also be available to stockholders at https://meetnow.global/M2KTKF2 during the live audio webcast of the 2021 Annual Meeting.

Why did I receive the Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities & Exchange Commission (the "SEC"), we have elected to provide stockholders with access to our proxy materials over the Internet. Most of our stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the “Notice of Internet Availability of Proxy Materials” (the “Notice”), which was mailed on or about October 1, 2021 to our stockholders as of the record date, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials. We encourage stockholders to take advantage of the availability of our proxy materials via the Internet to help reduce the environmental impact of our Annual Meetings.

How do I obtain electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to:

•View our proxy materials for the Annual Meeting on the Internet; and

•Instruct us to send our future proxy materials to you electronically by e-mail.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

What if I prefer to receive paper copies of the materials?

If you would prefer to continue receiving paper copies of proxy materials, please mark the “Paper Copies” box on your Proxy Card (or provide this information when you vote telephonically or via the Internet). The Company must provide paper copies via first class mail to any stockholder who, after receiving the Notice, requests a paper copy. Accordingly, even if you do not check the “Paper Copies” box now, you will still have the right to request delivery of a free set of proxy materials upon receipt of any Notice in the future.

Additionally, you may request a paper copy of the materials by (i) calling 1-800-962-4284 or 781-575-3120 for international callers; (ii) sending an e-mail to investorvote@computershare.com; or (iii) logging onto https://www.computershare.com/investor. There is no charge to receive the materials by mail. If requesting material by e-mail, please include the “Control Number” (located on the front page of the Notice).

What is included in the proxy materials?

The proxy materials include this Proxy Statement and our Annual Report on Form 10-K for the year ended July 3, 2021, as filed with the SEC on August 23, 2021 (the “Annual Report”). These materials were first made available to you via the Internet on or about October 1, 2021. Our principal executive offices are located at 7047 E Greenway Pkwy, Suite 250, Scottsdale, AZ, and our telephone number is (408) 404-3600. We maintain a website at www.viavisolutions.com. The information on our website is not a part of this Proxy Statement.

How can I avoid having duplicate copies of the Proxy Statement sent to my household?

Some brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports, which results in cost savings for the Company. Householding means that only one copy of the Proxy Statement and Annual Report or notice of internet availability of proxy materials will be sent to multiple stockholders who share an address. The Company will promptly deliver a separate copy of either document to any stockholder who contacts the Company’s Investor Relations Department at (408) 404-6305 or 6001 America Center Drive, 6th Floor, San Jose, California 95002, Attention: Investor Relations, requesting such copies. If a stockholder is receiving multiple copies of the Proxy Statement and Annual Report at the stockholder’s household and would like to receive a single copy of those documents for a stockholder’s household in the future, that stockholder should contact their broker, other nominee record holder, or the Company’s Investor Relations Department to request mailing of a single copy of the Proxy Statement and Annual Report.

What if I return a proxy card but do not make specific choices?

When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described below. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described under “Can I change my vote or revoke my proxy after submitting my proxy?”

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding and entitled to vote on the record date will constitute a quorum permitting the Annual Meeting to conduct its business.

What proposals will be voted on at the Annual Meeting?

The following proposals are scheduled to be voted on at the Annual Meeting:

1.To elect the eight nominees named in the Proxy Statement as directors to serve until the 2021 Annual Meeting and until their respective successors are elected and qualified.

2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm (the “independent auditors”) for the fiscal year ending July 2, 2022.

3.To approve, on an advisory basis, the compensation of our named executive officers for the year ended July 3, 2021, as set forth in the Proxy Statement.

4.To consider such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

What are the recommendations of the Company’s Board of Directors?

The Board recommends that you vote “FOR” each of the proposals presented in this Proxy Statement.

Specifically, the Board recommends you vote:

•“FOR” the election of the directors,

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending July 2, 2022, and

•“FOR” the approval of the Company’s executive compensation programs.

How are abstentions and broker non-votes treated?

Under Delaware law, an abstaining vote and a broker non-vote are counted as present and are included for purposes of determining whether a quorum is present at the Annual Meeting.

Broker non-votes are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting authority with respect to that item and has not received instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held by them as nominee, brokers have the discretion to vote such shares only on routine matters. Where a matter is not considered routine, shares held by your broker will not be voted absent specific instruction from you, which means your shares may go unvoted and not affect the outcome if you do not specify a vote. None of the matters to be voted on at the Annual Meeting are considered routine, except for the ratification of the Company’s independent auditors.

For the purpose of determining whether the stockholders have approved matters, other than the election of directors, abstentions will have the same effect as a vote against the proposal.

What is the voting requirement to approve each of the proposals?

Proposal 1. Each director must be elected by the affirmative vote of a majority of the shares of our common stock cast with respect to such director by the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. This means that the number of votes cast for a director must exceed the number of votes cast against that director, with abstentions and broker non-votes not counted as votes cast as either for or against such director’s election.

Proposal 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote on this proposal at the Annual Meeting. Abstentions and broker non-votes will be counted towards a quorum. As a result, abstentions will have the same effect as votes against the proposal. Brokers will have discretion to vote on this proposal.

Proposal 3. Approval of the non-binding advisory vote on the Company’s executive compensation programs requires the affirmative vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote on this proposal at the Annual Meeting. Abstentions and broker non-votes will be counted towards a quorum. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this proposal.

All shares of our common stock represented by valid proxies will be voted in accordance with the instructions contained therein. In the absence of instructions, proxies from holders of our common stock will be voted in accordance with the recommendations set forth in the Proxy Statement.

Who will tabulate the votes?

A representative of our transfer agent, Computershare will tabulate the votes and act as inspector of election.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements or to allow for the tabulation and/or certification of the vote.

Can I change my vote or revoke my proxy after submitting my proxy?

You may revoke your proxy at any time before the final vote deadline of 11:59 p.m. Eastern Standard Time (8:59 p.m. Mountain Standard Time) on November 9, 2021. You may do so by one of the following ways:

•submitting another proxy card bearing a later date;

•sending a written notice of revocation to the Company’s Secretary at 7047 E Greenway Pkwy, Suite 250, Scottsdale, Arizona, 85254; or

•submitting new voting instructions via telephone or the Internet.

For shares you hold beneficially in street name, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Who is paying for this proxy solicitation?

This solicitation is made by the Company. The Company will bear the cost of soliciting proxies, including preparation, assembly, printing and mailing of the Proxy Statement. If you are a holder of our common stock and if you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. The Company has retained the services of Georgeson LLC. as its proxy solicitor for this year for a fee of approximately $12,500 plus reasonable out-of-pocket costs and expenses. In addition, the Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of the Company’s directors, officers and regular employees, without additional compensation, either personally, by telephone, facsimile, or telegram.

How can I find out the voting results?

The Company will announce the preliminary results at the Annual Meeting and publish the final results in a Current Report on Form 8-K within four business days after the Annual Meeting. Stockholders may also find out the final results by calling the Company’s Investor Relations Department at (408) 404-6305.

When are stockholder proposals due for next year’s annual meeting?

In order for stockholder proposals to be considered properly brought before an annual meeting, the stockholder must have given timely notice in writing to the Company’s Secretary at 7047 E Greenway Pkwy, Suite 250, Scottsdale, Arizona, 85254. To be timely for the 2022 Annual Meeting, a stockholder’s notice must be received by the Company at its principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the date of the prior year’s annual meeting; provided, however, that if no meeting was held the prior year, or if the date of the annual meeting is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 60 days, notice must be received by the Company no later than the 90th day prior to the annual meeting or the 10th day following the public announcement of the meeting date. Therefore, to be timely for the 2022 Annual Meeting, the Secretary must receive the written notice no earlier than August 12, 2022 and no later than September 11, 2022. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the 2022 Annual Meeting: (i) a brief description of the business desired to be brought before the 2022 Annual Meeting and the text of the proposal or business; (ii) the name and record address of the stockholder proposing such business and the beneficial owner, if any, on

whose behalf the proposal is being made; (iii) a representation that the stockholder is a holder of record of the Company’s stock, is entitled to vote at the meeting and intends to appear in person or by proxy to propose the business specified in the notice; (iv) any material interest of the stockholder or any proposing person in such business; (v) the number of shares owned beneficially and of record by the stockholder or proposing person, including derivative interests, contracts or other agreements related to ownership or rights to vote the Company’s shares and other economic interests in the Company’s securities; and (vi) any other information required pursuant to Section 14 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our Bylaws specify in greater detail the requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to bring any item before an annual meeting review a copy of our Bylaws, as amended and restated to date, which can be found at www.viavisolutions.com. We will not entertain any proposals at the 2022 Annual Meeting that do not meet the requirements set forth in the Company's Bylaws. Subject to applicable laws and regulations, the Company has discretion over what stockholder proposals will be included in the agenda for the 2022 Annual Meeting and/or in the related proxy materials. If the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal.

Proposals that a stockholder intends to present at the 2022 Annual Meeting and wishes to be considered for inclusion in the Company’s Proxy Statement for the 2022 Annual Meeting must be received by the Company at its principal executive offices not less than 120 days prior to the anniversary date the Proxy Statement for the Annual Meeting was made available to stockholders. Therefore, for a stockholder proposal to be considered for inclusion in the Company’s Proxy Statement for the 2022 Annual Meeting, the Secretary must receive the written proposal no later than June 3, 2022. If we change the date of the 2022 Annual Meeting by more than 30 days from the anniversary of the date of this year’s meeting, then the deadline to submit proposals will be a reasonable time before we begin to print and mail our proxy materials. All such proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in Company- sponsored proxy materials.

How do I suggest potential candidates for director positions?

Stockholders wishing to recommend candidates for director positions may do so by providing a timely notice in writing to the Company’s Secretary at 7047 E Greenway Pkwy, Suite 250, Scottsdale, Arizona, 85254, providing the candidate’s name, biographical data and qualifications, a document indicating the candidate’s willingness to act if elected, and evidence of the nominating stockholder’s ownership of Company’s stock not less than 60 days nor more than 90 days prior to the first anniversary of the date of the prior year’s annual meeting to assure time for meaningful consideration by the Governance Committee; provided, however, that if no meeting was held the prior year, or if the date of the annual meeting is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 60 days, notice must be received by the Secretary no later than the 90th day prior to the annual meeting or the 10th day following the public announcement of the meeting date. Therefore, to be timely for the 2022 Annual Meeting, the Secretary must receive written notice no earlier than August 12, 2022 and no later than September 11, 2022. Our Bylaws specify in greater detail the requirements as to the form and content of the stockholder’s notice. We recommend that any stockholder wishing to nominate a director review a copy of our Bylaws, as amended and restated to date, which can be found at www.viavisolutions.com.

Proposal 1 - Election of Directors

Election of Directors

Our Board of Directors currently consists of 9 directors, 8 of whom are nominated and standing for election at the 2021 Annual Meeting. Glenda Dorchak has expressed a preference not to be renominated as she wants to reduce the total number of public company boards on which she serves. Ms. Dorchak intends to serve on the Board of Directors through the date of the Annual Meeting and, effective as of the end of her term as a director at the opening of the polls at the 2021 Annual Meeting, our authorized number of directors will be reduced to eight. The Board is grateful to Ms. Dorchak for her dedication, service, and contributions as a director of our Company.

At this Annual Meeting, the stockholders will elect eight directors recommended by the Governance Committee and nominated by the Board, each to serve a one-year term until the 2022 Annual Meeting and until a qualified successor is elected and qualified or until the director’s earlier resignation or removal. The Board has no reason to believe that the nominees named below will be unable or unwilling to serve as a director if elected.

Considerations in Director Selection

The Company’s Governance Committee is responsible for reviewing, evaluating and nominating individuals for election to the Company’s Board. The Governance Committee selects nominees from a broad base of potential candidates. The Governance Committee’s charter instructs it to seek qualified candidates regardless of race, color, religion, ancestry, national origin, gender, sexual orientation, etc. It is the Governance Committee’s goal to nominate candidates with diverse backgrounds and capabilities, to reflect the diverse nature of the Company’s stakeholders (security holders, employees, customers and suppliers), while emphasizing core excellence in areas relevant to the Company’s long-term business and strategic objectives.

The Board believes that it is necessary for each of the Company’s directors to possess many qualities and skills. When searching for new candidates, the Governance Committee seeks individuals of the highest ethical and professional character who will exercise sound business judgment. The Governance Committee also seeks people who are accomplished in their respective field and have superior credentials. In selecting nominees, the Governance Committee seeks individuals who can work effectively together to further the interests of the Company, while preserving their ability to differ with each other on particular issues. A candidate’s specific background and qualifications are also reviewed in light of the particular needs of the Board at the time of an opening.

The table below summarizes the key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. The absence of a mark does not mean the director does not possess that qualification or skill.

Qualifications, Expertise & Attributes

Richard E.

Belluzzo

Keith Barnes

Laura Black

Tor Braham

SEC Form DEF 14A filed by Viavi Solutions Inc.