Harmonic Inc. Files 8-K: Operations, Personnel & Financials

TL;DR

Harmonic Inc. dropped an 8-K detailing financials, exec changes, and board updates.

AI Summary

Harmonic Inc. filed an 8-K on April 29, 2024, reporting on its results of operations and financial condition. The filing also covers the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. Additionally, it includes financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Harmonic Inc.'s financial performance and significant corporate governance changes, which can impact investor decisions.

Risk Assessment

Risk Level: medium — The filing covers financial results and potential changes in leadership, which can introduce uncertainty and affect stock performance.

Key Players & Entities

• HARMONIC INC. (company) — Registrant
• 0000851310-24-000040 (filing_id) — Accession Number
• April 29, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 000-25826 (commission_file_number) — SEC File Number
• 77-0201147 (irs_number) — IRS Employer Identification No.
• 4300 NORTH FIRST STREET (address) — Business Address Street 1
• SAN JOSE (city) — Business Address City
• CA (state) — Business Address State
• 95134 (zip_code) — Business Address Zip

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share HLIT NASDAQ Global Select Mar
• $600,000 — Ben-Natan with an annual base salary of $600,000 in his role as CEO, as well as a target
• $5,500,000 — its ("RSUs") with an aggregate value of $5,500,000 (based on the 30-trading day average cl
• $5,000 — on, and (iv) a lump sum cash payment of $5,000 for outplacement assistance. Consulti

Filing Documents

• hlit-20240429.htm (8-K) — 42KB
• ex101.htm (EX-10.1) — 35KB
• ex102.htm (EX-10.2) — 71KB
• ex103.htm (EX-10.3) — 116KB
• hlit-20240329pressrelease.htm (EX-99.1) — 696KB
• logopra07a.jpg (GRAPHIC) — 7KB
• pressreleasea29a.jpg (GRAPHIC) — 2KB
• 0000851310-24-000040.txt ( ) — 1181KB
• hlit-20240429.xsd (EX-101.SCH) — 2KB
• hlit-20240429_lab.xml (EX-101.LAB) — 21KB
• hlit-20240429_pre.xml (EX-101.PRE) — 12KB
• hlit-20240429_htm.xml (XML) — 3KB

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On April 29, 2024, Harmonic Inc. ("Harmonic" or the "Company") issued a press release regarding its preliminary unaudited financial results for the quarter ended March 29, 2024. In the press release, Harmonic also announced that it would be holding a conference call on April 29, 2024 to discuss its financial results for the quarter ended March 29, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended (the "Securities Act"), or under the Exchange Act.

02. Compensatory Arrangements of Certain Officers

Item 5.02. Compensatory Arrangements of Certain Officers CEO Appointment Letter In connection with the previously announced appointment of Nimrod Ben-Natan as Chief Executive Officer ("CEO") of Harmonic Inc. (the "Company") to be effective as of June 11, 2024, on April 29, 2024, Harmonic Video Networks Ltd. ("HVN"), a subsidiary of Harmonic Inc. (the "Company"), entered into a CEO appointment letter with Mr. Ben-Natan (the "CEO Appointment Letter"), also to be effective as of June 11, 2024. The CEO Appointment Letter provides Mr. Ben-Natan with an annual base salary of $600,000 in his role as CEO, as well as a target annual bonus opportunity of 100% of his salary for the Company's fiscal year 2024 under the Company's Corporate Bonus Plan (prorated for the period during the year that he serves as CEO). For fiscal year 2024, Mr. Ben-Natan will remain eligible for a bonus under the Company's Broadband Bonus Plan for his partial year of service prior to his transition to the CEO role, and his bonus opportunity of 60% of his salary prorated to reflect such partial year of service. In addition, the CEO Appointment Letter provides that Mr. Ben-Natan will receive, subject to approval by the Company's Board of Directors (the "Board") or its Compensation Committee (the "Committee"), restricted stock units ("RSUs") with an aggregate value of $5,500,000 (based on the 30-trading day average closing prices of a share of the Company's common stock immediately prior to the grant date). 50% of the RSUs will be scheduled to vest based on Mr. Ben-Natan's continued service with the Company or its subsidiaries, with 1/3 rd vesting after one year and as to 1/12th vesting quarterly thereafter for eight quarters. The CEO Appointment Letter provides that the remaining 50% of the RSUs will vest based on both performance- and service-based criteria as determined by the Board or Committee, which performance criteria are expected to include specified levels of Company total stockholder retur

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 CEO Appointment Letter between Harmonic Video Networks Ltd. and Nimrod Ben-Natan, signed April 29, 2024. 10.2 Change of Control Severance Agreement between the Company and Nimrod Ben-Natan, as amended and restated, effective June 11, 2024. 10.3 Consulting Agreement between the Company and Patrick Harshman, signed April 29, 2024. 99.1 Press release of Harmonic Inc. dated April 29 , 202 4 , entitled "Harmonic Announces First Quarter 202 4 Results. " 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: April 29, 2024 HARMONIC INC. By: /s/ Walter Jankovic Walter Jankovic Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR