UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 4, 2015
Viavi Solutions Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 000-22874 | 94-2579683 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
430 North McCarthy Boulevard, Milpitas, CA | 95035 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(408) 404-3600
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 4, 2015, the Board of Directors (the Board) of Viavi Solutions Inc. (the Company) approved increases in the annual base salaries for the following named executive officers (NEOs), effective October 18, 2015.
Name |
FY 15 Base Salary |
FY 16 Base Salary |
Percentage Increase |
|||||||||
Paul McNab, Executive Vice President, Chief Marketing Officer |
$ | 425,000 | $ | 435,000 | 2.35 | % | ||||||
Dion Joannou, Senior Vice President, Sales |
$ | 400,000 | $ | 408,000 | 2.00 | % |
In addition, the Board amended the Companys Variable Pay Plan (the VPP) under which the majority of the Companys employees, including the Companys NEOs, have the opportunity to earn incentive bonuses based upon quarterly performance metrics, which shall be paid semi-annually. As amended, the Company will maintain separate performance targets and payout metrics for employees of the Companys Optical Security and Performance Products business segment (the OSP VPP) and employees of the Companys Network Enablement and Service Enablement business segments as well as shared services employees (the NSE VPP).
The Companys NEOs target incentive opportunities (TIO) remain unchanged from fiscal year 2015. NEOs will only be eligible to participate in the NSE VPP, with the exception of Amar Maletira, the Companys Chief Financial Officer, who will be eligible to participate in both the OSP VPP and NSE VPP, with 80% of his incentive calculated under the NSE VPP and 20% calculated under the OSP VPP. Under the terms of his employment agreement with the Company, Richard Belluzzo is not eligible to participate in either VPP.
The actual cash incentive payments awarded under the VPP will range from 0% to 200% of an employees TIO depending on the achievement by the applicable business segments of operating income objectives compared to the Companys annual operating plan (AOP) with semi-annual payouts.
No payment will be made under the NSE VPP until the Company exceeds the AOP for the NSE business, at which point participating employees will receive a percentage of their TIO that will increase from 0% to 200% of TIO. For employees at the level of Director and above, no payout will occur until the NSE Operating Income is at or above 110% of AOP. To achieve the maximum TIO of 200%, the Companys NSE business would have to exceed 500% of its AOP target. The actual incentive payments under the NSE VPP may be adjusted lower or higher by up to 25% based upon the discretion of the CEO.
No payment will be made under the OSP VPP until the Company exceeds 75% of the AOP for the OSP business, at which point participating employees will receive a percentage of their TIO that will increase from 0% to 200% of TIO. To achieve the maximum TIO of 200%, the Companys OSP business would have to exceed 125% of its AOP target.
Final payments for the Companys permanent chief executive officer, including any adjustments that would affect the permanent chief executive officer, must be approved by the independent members of the Board. Final payments, including any adjustments that would affect the other NEOs, must be approved by the Compensation Committee of the Board.
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. | ||||||
By: | /s/ Kevin Siebert | |||||
Kevin Siebert | ||||||
Vice President, General Counsel and Secretary | ||||||
November 10, 2015 |