calx-20210513

Date of Report (Date of earliest event reported): May 13, 2021

(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.)

2777 Orchard Parkway, San Jose, California

95134

(Address of principal executive offices)

(Zip Code)


(408) 514-3000
(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:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.025 per share

CALX

New York Stock Exchange

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).

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

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 13, 2021, the stockholders approved the following proposals, casting their votes as follows:

Proposal 1: To elect three Class II directors to the Company’s Board of Directors to serve until the 2024 annual meeting of stockholders or until their successors are elected:


Nominee	For	Withheld	Broker Non-Votes
Don Listwin	39,692,861	5,792,548	10,494,099
Kevin Peters	44,871,060	614,349	10,494,099
J. Daniel Plants	45,150,366	335,043	10,494,099

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 3,800,000:


For	Against	Abstained	Broker Non-Votes
41,783,589	3,670,779	31,041	10,494,099

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
45,364,265	114,162	6,982	10,494,099

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
45,364,674	108,767	11,968	10,494,099

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
44,797,862	644,794	42,753	10,494,099

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, 2021:

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, 2021

Calix, Inc.

By:

/s/ Suzanne Tom

Suzanne Tom

SVP, General Counsel


Emerging Growth Company						☐


For	Against	Abstained
55,913,144	42,871	23,493