Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Calix, Inc. (the “Company”) on May 12, 2022, the stockholders approved the following proposals, casting their votes as follows:
Proposal 1: To elect four Class III directors to the Company’s Board of Directors (the “Board”) to serve until the 2025 annual meeting of stockholders or until their successors are elected:
| | | | | | | | | | | |
Nominee | For | Withheld | Broker Non-Votes |
Christopher Bowick | 45,313,821 | 7,689,299 | 7,787,762 |
Kira Makagon | 52,201,270 | 801,850 | 7,787,762 |
Michael Matthews | 49,978,348 | 3,024,772 | 7,787,762 |
Carl Russo* | 45,191,027 | 7,812,093 | 7,787,762 |
* Upon re-election, the Board redesignates Mr. Russo as a Class I director. At the Company’s next annual meeting of stockholders in 2023, he will be nominated to serve for a three-year term until the annual meeting of stockholders in 2026.
Proposal 2: To approve the Amended and Restated 2019 Equity Incentive Award Plan (“2019 Plan”) to increase the number of shares of common stock issuable under the 2019 Plan by 1,500,000:
| | | | | | | | | | | |
For | Against | Abstained | Broker Non-Votes |
38,684,152 | 13,861,820 | 457,148 | 7,787,762 |
Proposal 3: To approve the Amended and Restated Employee Stock Purchase Plan (“ESPP”) to increase the number of shares of common stock issuable under the ESPP by 1,300,000:
| | | | | | | | | | | |
For | Against | Abstained | Broker Non-Votes |
52,697,435 | 286,585 | 19,100 | 7,787,762 |
Proposal 4: To approve the Amended and Restated Nonqualified Employee Stock Purchase Plan (“Nonqualified ESPP”) to increase the number of shares of common stock issuable under the Nonqualified ESPP by 800,000:
| | | | | | | | | | | |
For | Against | Abstained | Broker Non-Votes |
52,707,051 | 276,477 | 19,592 | 7,787,762 |
Proposal 5: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
| | | | | | | | | | | |
For | Against | Abstained | Broker Non-Votes |
52,179,514 | 766,310 | 57,296 | 7,787,762 |
Proposal 6: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| | | | | | | | |
For | Against | Abstained |
60,718,785 | 34,729 | 37,368 |