Document


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): May 16, 2018
CALIX, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-34674
 
68-0438710
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(I.R.S. Employer
Identification No.)
 
 
 
1035 N. McDowell Boulevard, Petaluma, California
 
94954
(Address of principal executive offices)
 
(Zip Code)
(707) 766-3000
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company
 
o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).  o

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At a regularly scheduled meeting of the Board of Directors (the “Board”) of Calix, Inc. (the “Company”) held on March 22, 2018, the Board determined to make the following changes with respect to our classes of directors in order to rebalance the members among the director classes. The changes below are effective immediately following the Company’s 2018 annual meeting of stockholders held on May 16, 2018:
Director
Current Class
New Class
Next Election Year
Christopher Bowick
Class II
Class III
2019
Kathy Crusco
Class II
Class I
2020
Michael Everett
Class III
Class I
2020
Don Listwin
Class III
Class II
2021
Kira Makagon
Class I
Class III
2019
Michael Matthews
Class I
Class III
2019
J. Daniel Plants
Class III
Class II
2021
To effect these class changes, on May 16, 2018, each of Messrs. Christopher Bowick, Michael Everett, Don Listwin, Michael Mathews and J. Daniel Plants, and each of Mmes. Kathy Crusco and Kira Makagon, resigned as a director from their current class and was immediately re-appointed to the Board as a director in their corresponding new class. The resignation and reappointment of each of the aforementioned directors were effected solely to satisfy the requirements of the Delaware General Corporation Law, and for all other purposes, each of the aforementioned directors’ service on the Board is deemed to have continued uninterrupted.

Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company on May 16, 2018, the stockholders approved the following proposals, casting their votes as follows:
Proposal 1: To elect four Class II directors to the Calix Board to serve until the 2021 annual meeting of stockholders or until their successors are elected:
Nominee
For
Withheld
Broker Non-Votes
Christopher Bowick
30,262,610
325,690
13,585,362
Kathy Crusco
30,308,208
280,092
13,585,362
Kevin Peters
26,670,687
3,917,613
13,585,362
J. Daniel Plants
30,313,242
275,058
13,585,362
Proposal 2: To approve the Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan (“Nonqualified ESPP”) to amend certain terms and increase the number of shares of common stock issuable under the Nonqualified ESPP by 2,500,000:
For
Against
Abstained
Broker Non-Votes
30,193,742
366,708
27,850
13,585,362
Proposal 3: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
For
Against
Abstained
Broker Non-Votes
29,140,527
1,415,464
32,309
13,585,362
Proposal 4: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
For
Against
Abstained
41,066,689
3,015,461
91,512



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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 hereunto duly authorized.
 
Date:
May 18, 2018
 
 
 
 
CALIX, INC.
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Suzanne Tom
 
 
 
 
 
 
 
 
Suzanne Tom
 
 
 
 
 
 
 
 
VP, General Counsel


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