Ciena Corp Files 8-K: Financials, Board Changes, Bylaw Amendments

Ticker: CIEN · Form: 8-K · Filed: Dec 12, 2024 · CIK: 936395

Sentiment: neutral

Topics: financial-results, corporate-governance, filing-update

Related Tickers: CIEN

TL;DR

CIENA filed an 8-K detailing Q4 earnings, board shakeups, and bylaw changes. Watch for impacts on strategy.

AI Summary

Ciena Corporation filed an 8-K on December 12, 2024, reporting on its results of operations and financial condition. The filing also disclosed changes in its board of directors, the election of new directors, and the appointment of certain officers. Additionally, Ciena Corporation amended its articles of incorporation and bylaws, and made disclosures related to Regulation FD.

Why It Matters

This filing provides investors with crucial updates on Ciena's financial performance and significant corporate governance changes, impacting the company's strategic direction and leadership.

Risk Assessment

Risk Level: medium — The filing contains information about financial results and corporate governance changes, which can introduce uncertainty and affect stock price.

Key Players & Entities

FAQ

What specific financial results are reported in this 8-K?

This 8-K filing indicates that it reports on Ciena Corporation's 'Results of Operations and Financial Condition', but the specific financial figures are not detailed in the provided text.

Were there any changes to Ciena Corporation's board of directors?

Yes, the filing explicitly mentions 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item of disclosure.

Did Ciena Corporation amend its governing documents?

Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as a reported item.

What is the primary business of Ciena Corporation?

Based on the Standard Industrial Classification code '3661', Ciena Corporation is involved in 'TELEPHONE & TELEGRAPH APPARATUS'.

When was this 8-K report filed?

This 8-K report was filed on December 12, 2024.

Filing Stats: 1,177 words · 5 min read · ~4 pages · Grade level 10.4 · Accepted 2024-12-12 07:05:00

Key Financial Figures

Filing Documents

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On December 12, 2024, Ciena Corporation (Ciena) issued a press release announcing its financial results for its fiscal fourth quarter ended November 2, 2024. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this Report). As discussed in the press release, Ciena will be hosting an investor call to discuss its results of operations for its fiscal fourth quarter ended November 2, 2024. In conjunction with the issuance of this press release, Ciena posted to the quarterly results page of the Investors section of www.ciena.com an accompanying investor presentation. The investor presentation is furnished as Exhibit 99.2 to this Report. The information in Exhibits 99.1 and 99.2, as well as Item 2.02 of this Report, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. Investors are encouraged to review the "Investors" page of our website at www.ciena.com because, as with the other disclosure channels that we use, from time to time we may post material information exclusively on that site. Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. On December 11, 2024, Patrick H. Nettles, Ph.D., Executive Chair of Ciena's Board of Directors (the "Board"), notified Ciena of his planned retirement and that he would not stand for re-election as a director at the end of his term at Ciena's 2025 Annual Meeting of Stockholders (the Annual Meeting). In connection with this decision, Dr. Nettles stepped down from his position as Executive Chair of the Board effective December 11, 2024. The Board has approved a decrease in the size of the Board from

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 December 11, 2024, in connection with a periodic review of Ciena's bylaws, the Board adopted and approved Ciena's Amended and Restated Bylaws (the "Amended Bylaws"). The amendments contained in the Amended Bylaws (i) clarify procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals made in connection with annual and special meetings of stockholders, and (ii) make administrative and ministerial language updates. The foregoing description of the amendments is qualified by reference to the text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. In connection with the announcement of Dr. Nettles's pending retirement and the appointment of Ms. Fitt as independent Chair of the Board, Ciena issued a press release, a copy of which is furnished as Exhibit 99.3 to this Report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description of Document 3.1 Amended and Restated Bylaws of Ciena Corporation 99.1 Text of Press Release dated December 12, 2024, issued by Ciena Corporation, reporting its results of operations for its fiscal fourth quarter ended November 2, 2024 . 99.2 I nvestor Presentation for Ciena Corporation's fiscal fourth quarter ended November 2 , 2024. 99.3 Text of Press Release dated December 12, 2024, issued by Ciena Corporation, announcing planned retirement of Patrick H. Nettles, Ph.D., Executive Chair of Ciena's Board of Directors, and appointment of Lawton W. Fitt as independent Chair. 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 thereunto duly authorized. Ciena Corporation Date December 12, 2024 By s Sheela Kosaraju Sheela Kosaraju Senior Vice President, General Counsel and Assistant Secretary

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