Harmonic Inc. Announces 2024 Annual Meeting of Stockholders on June 11

TL;DR

<b>Harmonic Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 11, 2024, to vote on director elections, executive compensation, and stock plan amendments.</b>

AI Summary

HARMONIC INC (HLIT) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Annual meeting to be held virtually on June 11, 2024, at 9:00 a.m. Pacific Time. Key agenda items include election of seven directors, advisory vote on executive compensation, and amendments to stock plans. Proposed amendment to the 2002 Employee Stock Purchase Plan to increase share reserve by 400,000. Proposed amendment to the 1995 Stock Plan to increase share reserve by 5,000,000 and extend term to March 1, 2030. Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31.

Why It Matters

For investors and stakeholders tracking HARMONIC INC, this filing contains several important signals. The meeting's virtual format allows for broader participation and electronic voting. Key proposals include increasing share reserves for employee stock plans, which could impact future equity dilution and compensation strategies.

Risk Assessment

Risk Level: low — HARMONIC INC shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information, thus posing a low risk.

Analyst Insight

Stockholders should review the proposals regarding stock plan amendments and executive compensation before the June 11th meeting.

Key Numbers

• 7 — Directors to be elected (Item 1 of the meeting agenda)
• 400,000 — Shares to increase (2002 Employee Stock Purchase Plan amendment)
• 5,000,000 — Shares to increase (1995 Stock Plan amendment)
• March 1, 2030 — Plan extension date (1995 Stock Plan amendment)

Key Players & Entities

• HARMONIC INC (company) — Registrant
• Ernst & Young LLP (company) — Independent registered public accounting firm
• June 11, 2024 (date) — Annual Meeting date
• 2002 Employee Stock Purchase Plan (plan) — Amendment proposal
• 1995 Stock Plan (plan) — Amendment proposal

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The filing is a routine DEF 14A proxy statement, indicating compliance with SEC disclosure requirements for annual meetings.

Industry Context

Harmonic Inc. operates in the broadcasting and communications equipment industry, providing solutions for media delivery.

Regulatory Implications

The filing adheres to SEC regulations under the Securities Exchange Act of 1934, specifically Rule 14a regarding proxy solicitations.

What Investors Should Do

1. Review the proposals for amendments to the 2002 Employee Stock Purchase Plan and the 1995 Stock Plan.
2. Evaluate the company's executive compensation practices ahead of the advisory vote.
3. Confirm attendance and voting procedures for the virtual Annual Meeting on June 11, 2024.

Key Dates

• 2024-06-11: Annual Meeting of Stockholders — Key decisions on directors, compensation, and stock plans will be made.

Glossary

DEF 14A

Definitive Proxy Statement (This filing type indicates the company is providing final proxy materials to shareholders for an upcoming meeting.)

Advisory vote to approve named executive officer compensation

A shareholder vote on executive compensation that is non-binding. (Allows shareholders to express their opinion on the company's executive pay practices.)

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 annual meeting, following previous filings related to corporate governance and financial reporting.

Key Financial Figures

• $0.001 — 0 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"

Filing Documents

• ny20024692x1_def14a.htm (DEF 14A) — 2004KB
• harmonic_internet.jpg (GRAPHIC) — 7KB
• harmonic_mail.jpg (GRAPHIC) — 7KB
• harmonic_phone.jpg (GRAPHIC) — 5KB
• harmonic_scan.jpg (GRAPHIC) — 9KB
• logo_harmonic.jpg (GRAPHIC) — 27KB
• logo_harmonicfooter.jpg (GRAPHIC) — 10KB
• ny20024692x1_dclifford.jpg (GRAPHIC) — 81KB
• ny20024692x1_dcrandall1.jpg (GRAPHIC) — 56KB
• ny20024692x1_dkrall.jpg (GRAPHIC) — 83KB
• ny20024692x1_flowchart1.jpg (GRAPHIC) — 95KB
• ny20024692x1_mreaugh.jpg (GRAPHIC) — 77KB
• ny20024692x1_nbnatan1.jpg (GRAPHIC) — 85KB
• ny20024692x1_pgallagher.jpg (GRAPHIC) — 73KB
• ny20024692x1_pvp1.jpg (GRAPHIC) — 151KB
• ny20024692x1_pvp2.jpg (GRAPHIC) — 151KB
• ny20024692x1_pvp3.jpg (GRAPHIC) — 158KB
• ny20024692x1_scopeland1.jpg (GRAPHIC) — 68KB
• sig_timothycchu.jpg (GRAPHIC) — 15KB
• ny20024692x1_pc01.jpg (GRAPHIC) — 685KB
• ny20024692x1_pc02.jpg (GRAPHIC) — 426KB
• 0001140361-24-023022.txt (&nbsp;) — 8935KB
• hilt-20240611.xsd (EX-101.SCH) — 5KB
• hilt-20240611_def.xml (EX-101.DEF) — 6KB
• hilt-20240611_lab.xml (EX-101.LAB) — 11KB
• hilt-20240611_pre.xml (EX-101.PRE) — 5KB
• ny20024692x1_def14a_htm.xml (XML) — 312KB

Executive Compensation

Executive Compensation 48 Pay Versus Performance 54 CEO Pay Ratio 58

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 59 Certain Relationships and Related Transactions 60 Other Matters 61 Appendix A: Amended and Restated 2002 Employee Stock Purchase Plan A-1 Appendix B: Amended and Restated 1995 Stock Plan B-1 TABLE OF CONTENTS GENERAL INFORMATION Harmonic Inc. PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 9:00 A.M. Pacific Time on Tuesday, June 11, 2024 This proxy statement and the enclosed form of proxy card are furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the "Board of Directors" or the "Board") of Harmonic Inc., a Delaware corporation ("Harmonic," "we" or the "Company"), for use at the 2024 Annual Meeting of Stockholders and any adjournment(s), postponement(s) or other delays thereof (the "Annual Meeting") to be held virtually on Tuesday, June 11, 2024, at 9:00 a.m. Pacific Time, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HLIT2024 and entering your 16-digit control number located on your proxy card. Internet Availability of Proxy Materials Under rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. On or about April 29, 2024, we expect to send to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (the "E-Proxy Notice") containing instructions on how to access our proxy materials, including our proxy statement (the "Proxy Statement") and our Annual Report on Form 10-K for the fiscal year ended December 31, 20

View Full Filing

View this DEF 14A filing on SEC EDGAR