VIAVI SOLUTIONS Reports Potential Charter Amendments Affecting Shareholder Rights

TL;DR

**VIAVI SOLUTIONS is changing its bylaws, which could affect shareholder rights.**

AI Summary

VIAVI SOLUTIONS INC. filed an 8-K on February 16, 2024, reporting an event on February 12, 2024, concerning Material Modifications to Rights of Security Holders and Amendments to Articles of Incorporation or Bylaws. The filing indicates potential changes to the company's charter documents, which could impact shareholder rights or corporate governance. The company, based in Chandler, Arizona, operates in Semiconductors & Related Devices.

Why It Matters

Changes to a company's charter documents can significantly alter shareholder rights, corporate governance, and the company's operational flexibility, potentially impacting its long-term value and investor confidence.

Risk Assessment

Risk Level: medium — Changes to security holder rights or corporate bylaws can introduce new risks or alter existing ones for investors, depending on the nature of the modifications.

Key Players & Entities

• VIAVI SOLUTIONS INC. (company) — Registrant
• February 12, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filing date
• Delaware (company) — State of incorporation
• Chandler, Arizona (company) — Principal executive offices location

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value VIAV The Nasdaq Stock Market

Filing Documents

• viav-20240212.htm (8-K) — 41KB
• exhibit31finalamendedandre.htm (EX-3.1) — 165KB
• 0000912093-24-000017.txt ( ) — 372KB
• viav-20240212.xsd (EX-101.SCH) — 2KB
• viav-20240212_lab.xml (EX-101.LAB) — 25KB
• viav-20240212_pre.xml (EX-101.PRE) — 13KB
• viav-20240212_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent applicable, the information set forth under Item 5.03 below is incorporated by reference as if fully set forth herein.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 12, 2024, the Board of Directors (the " Board ") of Viavi Solutions Inc. (the " Company ") amended the Company's Amended and Restated Bylaws (the " Bylaws "), effective immediately. The Bylaws amendments include: Modifying the provisions relating to adjournment procedures and access to the list of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the Delaware General Corporation Law; Updating procedural, notice and information requirements for stockholder nominations of directors and submission of stockholder proposals; Adjusting the director nomination and stockholder proposal notice window to be not later than 5:00 p.m. Eastern Time on the 90 th day nor earlier than 5:00 p.m. Eastern Time on the 120 th day (previously 90 and 60 days, respectively) prior to the first anniversary of the date of the preceding year's annual meeting of stockholders; Providing that any stockholder submitting a director nomination notice make certain representations and confirmations and satisfy certain requirements relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended; and Making various other updates, including revisions to and additions of defined terms, removal of outdated references as well as technical and clarifying changes (collectively, the " Bylaws Amendments "). The Board approved the Bylaws Amendments in connection with its periodic review of the Bylaws. The above description of the Bylaws Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which are attached hereto as Exhibit 3.1 and incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. As a result of the Bylaws Amendments described in Item 5.03 of this Current Report on Form 8-K, stockholders who intend to present a proposal or nominate a director at the Company's 2024 Annual Meeting of Stockholders (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act) must both (i) deliver to or mail and receive at the principal executive offices of the Company and (ii) email to investor.relations@viavisolutions.com no earlier than 5:00 p.m. Eastern Time on July 11, 2024 and no later than 5:00 p.m. Eastern Time on August 10, 2024. Any such stockholder proposal or nomination must comply with the requirements set forth in the Bylaws Amendment.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws of Viavi Solutions Inc., effective as of February 12, 2024. 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 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: February 16, 2024 By: /s/ KEVIN SIEBERT Name: KEVIN SIEBERT Title: SVP, General Counsel & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR