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): August 18, 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

(Registrant’s 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 August 18, 2015, the Compensation Committee (the “ Committee ”) of Viavi Solutions Inc. (the “ Company ”) established the Company’s 2015 Market Stock Unit Grant Policy (the “ 2016 MSU Policy ”) providing that all awards of market-based stock units (“ MSUs ”), including, subject to participant approval, outstanding MSUs previously granted, with vesting tied to total stockholder return compared to the NASDAQ Telecomm Index over performance periods ending on each of September 15, 2016, September 15, 2017 and September 15, 2018 (the “ MSU Performance Period ”), with one-third of a participant’s award being earnable in each year of the MSU Performance Period. Under the 2016 MSU Policy, the number of shares earned for each year of the MSU Performance Period is based on the Company’s relative ranking versus the NASDAQ Telecom Index. Viavi’s relative ranking will be evaluated based on comparing a base price for the Company’s common stock against the companies that make up the Nasdaq Telecom Index (determined as the weighted average stock price for each year for each company in the Index during the MSU Performance Period). The maximum number of shares that can be earned is 150% of target with a minimum of 0% of target as follows:

 

Performance Threshold/Target    Shares Earned
0-25th Percentile    0% of Target Shares
25th-55th Percentile    0%-100% of Target Shares
55th-100th Percentile    100%-150% of Target Shares    

The actual percentage of shares earned will be determined by the Committee at the end of each year of the MSU Performance Period and will be interpolated on a linear basis for performance between threshold and target for each level of achievement.

The foregoing is a summary description of the material terms of the 2016 MSU Policy, and is qualified in its entirety by the text of the summary of the 2016 MSU Policy, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1    Viavi Solutions Inc. 2016 MSU Policy Summary

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

August 24, 2015

  

Exhibit 10.1

 

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FY2016 Performance Based Equity Awards

Market Share Units (MSUs)

Vehicle: Restricted stock units earned based on total shareholder return (TSR) performance.

Benchmark: NASDAQ Telecomm Index – Index of companies listed on the NASDAQ and classified as Telecommunications or Telecommunications Equipment.

Performance Period:

The FY2016 grant will be divided into three tranches:

 

  •   1/3 of shares subject to a one-year performance period end 9/15/2016

 

  •   1/3 of shares subject to a two-year performance period ends 9/15/2017

 

  •   1/3 of shares subject to a three-year performance period ends 9/15/2018

Award Determination/ Vesting:

 

  •   Number of shares earned for each performance period is based on Viavi’s relative TSR ranking versus NASDAQ Telecom Index. Viavi’s relative ranking will be evaluated based on comparing a base price (determined as the weighted average stock price for the period from 8/1/2015 to 9/15/2015) against a closing price (determined as the weighted average stock price for the period from August 1 st to September 15 th of the appropriate year (e.g., 2016, 2017 or 2018).

 

  •   Maximum number of shares earned is 150% of target. Minimum earned at threshold is 0% of target. No shares are earned below threshold.

 

Performance    Shares Earned
25th Percentile    No Shares
55th Percentile    100% of Target Shares
75th Percentile    150% of Target Shares    

 

  •   Percent of shares earned is interpolated on a linear basis for performance between threshold and target and between target and maximum.

 

  •   Earned shares will be determined at the end of each performance period.

 

  •   Earned shares will vest no earlier than the end of the performance period (September 15 th ) and the earned shares will be delivered only following Compensation Committee approval.

 

All equity awards will be subject to the terms and conditions of the Company’s Amended and Restated 2003 Equity Incentive Plan and other applicable grant agreements. It is important you read the Grant Agreement carefully as your grant is subject to the terms outlined in that document.

We’re Viavi. Helping our customers adapt, transform, and thrive.

 

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