Viavi Solutions Inc. 8-K Filing

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Key Financial Figures

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

Filing Documents

• viav-20251112.htm (8-K) — 63KB
• exhibit31amendedandrestate.htm (EX-3.1) — 21KB
• 0001628280-25-052859.txt ( ) — 210KB
• viav-20251112.xsd (EX-101.SCH) — 2KB
• viav-20251112_lab.xml (EX-101.LAB) — 23KB
• viav-20251112_pre.xml (EX-101.PRE) — 13KB
• viav-20251112_htm.xml (XML) — 3KB

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 November 12, 2025, Viavi Solutions Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved amendments to the Company's existing Fourth Restated Certificate of Incorporation as disclosed in Item 5.07 below. The amendments provide for officer exculpation as permitted by the Delaware General Corporation Law, as further described in the Company's definitive proxy statement filed on October 3, 2025, under the heading "Proposal 5 - Approval of an Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision." Subsequent to the approval, the Company filed on November 13, 2025, with the Secretary of the State of Delaware, an Amended and Restated Certificate of Incorporation, which became effective upon filing. The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders holding and entitled to vote 205,682,080 shares of the Company's Common Stock, or approximately 92% of the total outstanding shares of the Company's Common Stock on the record date for the Annual Meeting were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following five proposals, each of which is described in detail in the Company's 2025 Proxy Statement. The final voting results are reported below. Proposal 1: To elect nine directors to serve until the 2026 Annual Meeting of Stockholders: Director For Against Abstain Broker Non-Votes Richard E. Belluzzo 183,998,277 7,157,651 45,231 14,480,921 Keith Barnes 185,485,181 5,669,078 46,900 14,480,921 Laura Black 189,023,798 1,519,356 658,005 14,480,921 Richard John Burns 190,758,870 391,817 50,472 14,480,921 Donald Colvin 189,762,058 1,389,943 49,158 14,480,921 Eugenia M. Corrales 190,780,979 373,419 46,761 14,480,921 Doug Gilstrap 190,761,231 395,910 44,018 14,480,921 Oleg Khaykin 190,298,596 866,608 35,955 14,480,921 Joanne Solomon 190,782,351 370,836 47,972 14,480,921 Proposal 2: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year 2026: For Against Abstain 200,728,070 4,889,545 64,465 Proposal 3: To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 179,253,889 11,847,964 99,306 14,480,921 Proposal 4: To approve, the amendment and restatement of the Company's 2003 Equity Incentive Plan: For Against Abstain Broker Non-Votes 185,845,145 5,253,536 102,478 14,480,921 Proposal 5: To approve, the amendment and restatement of the Company's Certificate of Incorporation to include an officer exculpation provision. For Against Abstain Broker Non-Votes

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3 .1 Amended and Restated Certificate of Incorporation 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: November 18, 2025 By: /s/ Kevin Siebert Name: Kevin Siebert Title: Senior Vice President, General Counsel & Secretary

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