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): June 21, 2016
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 June 21, 2016, the Board of Directors (the Board) of Viavi Solutions Inc. (the Company) adopted the Companys Variable Pay Plan for fiscal year 2017 (the 2017 VPP) under which the majority of the Companys employees, including some of the Companys named executive officers (NEOs), have the opportunity to earn incentive bonuses based upon semi-annual performance metrics.
Under the 2017 VPP, actual cash incentive payments awarded under the VPP will range from 0% to 150% of an eligible employees target incentive opportunity (TIO) depending on (1) the achievement by the applicable business segments of operating income objectives compared to the Companys annual operating plan (AOP), (2) the achievement of objectives set by the Companys leadership team and (3) the achievement of individual objectives. Payments under the 2017 VPP will be measured and paid semi-annually.
Employees will be classified as NSE, OSP or Shared Services for purposes of determining the first component of VPP achievement. Employees classified as either NSE or OSP will have their achievement determined by the extent to which the applicable segment outperforms the AOP for that segment. Employees classified as Shared Services will have their achievement determined by the extent to which the Company outperforms its AOP.
The terms under which Oleg Khaykin, the Companys Chief Executive Officer, participates in the 2017 VPP are governed by the Employment Agreement dated January 28, 2016, between the Company and Mr. Khaykin (the Khaykin Agreement), which was described in the Current Report on Form 8-K filed by the Company on February 2, 2016. Pursuant to the Khaykin Agreement, Mr. Khaykins target bonus will equal 100% of his base salary for fiscal year 2017. If he achieves certain revenue and operating income objectives, Mr. Khaykins actual bonus ranged from 100% of target to 150% of target. In addition to setting the revenue and income objectives for fiscal year 2017, the Board revised the possible range of Mr. Khaykins actual bonus from 50% of target to 150% of target if certain performance objectives are met.
Amar Maletira, the Companys Chief Financial Officer, will participate in the 2017 VPP as a Shared Services Employee. Paul McNab, the Companys Executive Vice President, Chief Marketing and Strategy Officer, will participate in the 2017 VPP as an NSE employee.
The TIOs for the Companys NEOs remain unchanged from fiscal 2016.
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 | ||||||
June 27, 2016 |