UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On February 22, 2023, the board of directors (the “Board”) of Lumentum Holdings Inc. (the “Company”) appointed Pamela Fletcher to serve as a member of the Board, effective February 22, 2023. Concurrent with her appointment to the Board, Ms. Fletcher was also appointed to serve on the Audit Committee of the Board. Ms. Fletcher will serve an initial term of office expiring at the Company’s 2023 annual meeting of stockholders and until her successor is duly elected and qualified. The Company announced Ms. Fletcher’s appointment in a press release, which is attached as Exhibit 99.1.
Ms. Fletcher, 56, is currently Senior Vice President, Chief Sustainability Officer & Corporate Innovation at Delta Air Lines, Inc., where she leads Delta’s Sustainability and Innovation organizations in service of the company’s net-zero future. Prior to Delta Air Lines, she enjoyed a fifteen-year career at General Motors, where she held senior leadership positions such as Vice President of Global Innovation and Vice President of Electric Vehicles, among other roles. She holds a B.S. in Engineering from Kettering University and an M.S. in Engineering from Wayne State University.
In accordance with the Company’s Outside Director Compensation Policy, the terms of which were described in the Company’s proxy statement for its 2022 annual meeting of stockholders, Ms. Fletcher is entitled to cash and equity compensation for her service on the Board. Ms. Fletcher will also enter into the Company’s standard form of indemnification agreement, which has been previously filed with the Securities and Exchange Commission.
There are no arrangements or understandings between Ms. Fletcher and any other persons pursuant to which she was selected as a member of the Board. There are also no family relationships between Ms. Fletcher and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 9.01 - | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release entitled “Lumentum Announces Appointment of New Board Member” dated February 23, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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.
| LUMENTUM HOLDINGS INC. | ||||||
| By: | /s/ Judy Hamel | |||||
| Name: | Judy Hamel | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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February 24, 2023 |
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