viav-20230109

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): January 9, 2023

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-22874

94-2579683

(State or other jurisdiction

of incorporation or organization)

(Commission file number)

(I.R.S. Employer

Identification Number)




1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286
(Address of principal executive offices and zip code)

(408) 404-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of the exchange on which registered

Common Stock, $0.001 par value

VIAV

The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. ☐

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Tim Campos

On January 9, 2023, Tim Campos notified Viavi Solutions Inc. (the “Company” or “VIAVI”) and its Board of Directors (the “Board”) that he was resigning from the Board and its Committees effective immediately. Mr. Campos’ resignation is not due to any disagreement with the Company on any matter related to VIAVI’s operations, policies or practices. The Company and the Board extend their appreciation to Mr. Campos for his contributions and service on the Board.

Appointments to Cybersecurity Steering Committee

In fiscal year 2022, the Company’s Audit Committee established a Cybersecurity Steering Committee consisting of independent Directors, as well as the Company’s Chief Information Officer, the Chief Information Security Officer and other members of VIAVI management, representing a variety of teams and functions including legal, finance, and internal audit.

In connection with Mr. Campos’ resignation, Laura Black will serve as Chair of the Cybersecurity Steering Committee and Doug Gilstrap and Joanne Solomon will each serve as independent director Members of the Cybersecurity Steering Committee.

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.

VIAVI SOLUTIONS INC.

Date: January 10, 2023

By:

/s/ Kevin Siebert

Name:

Kevin Siebert

Title:

Senior Vice President, General Counsel & Secretary

Viavi Solutions Inc. filed SEC Form 8-K: Leadership Update