What changed in this filing

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Item 9A. Controls and Procedures

2021-02-22 compared with 2020-02-21 · 52 added, 51 removed, 139 unchanged (43% of the section changed)

3 unchanged sentences

The purpose of this evaluation was to determine whether as of the evaluation date our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in our filings with the SEC, (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based upon this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Based upon this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

42 unchanged sentences

Consolidated Balance Sheets, As of December 31, 20 20 and 20 19

Consolidated Statements of Comprehensive Loss, Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income ( Loss ) , Years Ended December 31, 20 20 , 201 9 and 20 18

Consolidated Statements of Stockholders’ Equity, Years Ended December 31, 20 20 , 201 9 and 20 18

8 unchanged sentences

Dinges at Tom.Dinges@calix.com.

Number Description

3.1 Amended and Restated Certificate of Incorporation of Calix, Inc.

9 unchanged sentences

333-163252) and incorporated by reference)

Description of Securities

4.2 Description of Securities (filed as Exhibit 4.2 to Calix’s Form 10-K filed with the SEC on February 21, 2020 (File No.

001-34674) and incorporated by reference).

10.1* Calix, Inc.

2010 Equity Incentive Award Plan and related documents (filed as Exhibit 10.4 to Amendment No.

15 unchanged sentences

001-34674) and incorporated by reference)

Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Registrant's definitive proxy statement on Schedule 14A, filed with the SEC on April 3, 2018 (File No.

Amendment to Calix, Inc.

Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan dated June 24, 2018 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on August 8, 2018 (File No.

001-34674) and incorporated by reference)

10.6* Amendment to Letter Agreement dated November 12, 2020 between Calix, Inc.

and Michael Weening

10.7* Offer Letter between Calix, Inc.

1 unchanged sentence

001-34674) and incorporated by reference)

Number Description

10.8* Nonstatutory Inducement Stock Option Grant Notice between Calix, Inc.

4 unchanged sentences

001-34674) and incorporated by reference)

Amended and Restated Executive Change in Control and Severance Plan effective September 6, 2017 (filed as Exhibit 10.1 to Calix’s Form 8-K filed with the SEC on September 11, 2017 (File No.

001-34674) and incorporated by reference)

Amendment to Amended and Restated Executive Change in Control and Severance Plan effective October 1, 2017 (filed as Exhibit 10.5 to Calix’s Form 10-Q filed with the SEC on November 8, 2017 (File No.

001-34674) and incorporated by reference)

Second Amendment to Amended and Restated Executive Change in Control and Severance Plan effective August 1, 2018 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on August 8, 2018 (File No.

001-34674) and incorporated by reference)

10.10 Net Lease Agreement by and between Calix, Inc.

and Orchard Parkway San Jose, LLC dated March 9, 2018 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on May 5, 2018 (File No.

and Orchard Parkway San Jose, LLC dated March 9, 2018 (filed as Exhibit 10.

2 to Calix’s Form 10-Q filed with the SEC on May 5, 2018 (File No.

001-34674) and incorporated by reference)

2 unchanged sentences

001-34674) and incorporated by reference)

10.12 Second Amendment to Net Lease Agreement by and between Calix, Inc.

and Orchard Parkway San Jose, LLC dated December 10, 2020

10.13* Calix, Inc.

2019 Equity Incentive Award Plan (incorporated by reference to Appendix A to the Registrant's definitive proxy statement on Schedule 14A, filed with the SEC on April 1 , 20 20 (File No.

10.14* Calix, Inc.

2019 Equity Incentive Award Plan - Form of Notice of Grant of Stock Option and Option Agreement

2019 Equity Incentive Award Plan - Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement

Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Registrant's definitive proxy statement on Schedule 14A, filed with the SEC on April 2, 2019 (File No.

10.15* Calix, Inc.

Non-Employee Director Cash Compensation Policy, as amended May 16, 2019 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on July 25, 2019 (File No.

001-34674) and incorporated by reference)

10.16* Calix, Inc.

Non-Employee Director Equity Compensation Policy, as amended May 16, 2019 (filed as Exhibit 10.2 to Calix's Form 10-Q filed with the SEC on July 25, 2019 (File No.

2 unchanged sentences

and Calix, Inc.

(filed as Exhibit 10.22 to Calix’s Form 10-K filed with the SEC on February 21, 2020 (File No.

001-34674) and incorporated by reference)

10.18 Waiver Agreement dated January 27, 2020 by and between Silicon Valley Bank and Calix, Inc.

(filed as Exhibit 10.23 to Calix’s Form 10-K filed with the SEC on February 21, 2020 (File No.

001-34674) and incorporated by reference)

10.19* Amended and Restated Employee Stock Purchase Plan effective April 24, 2020 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on July 21, 2020 (File No.

001-34674) and incorporated by reference)

10.20* Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan effective April 24, 2020 (filed as Exhibit 10.2 to Calix’s Form 10-Q filed with the SEC on July 21, 2020 (File No.

001-34674) and incorporated by reference)

10.21* Amended and Restated Executive Change in Control and Severance Plan effective August 13, 2020 (filed as Exhibit 10.1 to Calix’s Form 10-Q filed with the SEC on October 20, 2020 (File No.

001-34674) and incorporated by reference)

10.22 First Amendment to Loan and Security Agreement dated December 30, 2020 by and among Calix, Inc., the financial institutions party thereto from time to time as Lenders and Bank of America, N.A.

(filed as Exhibit 10.1 to Calix’s Form 8-K filed with the SEC on January 6, 2021 (File No.

001-34674) and incorporated by reference)

21.1 Subsidiaries of the Registrant

8 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

* Indicates management contract or compensatory plan or arrangement.

2 unchanged sentences

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 thereunto duly authorized.

February 21, 2020

February 22, 2021 By:

/s/ Carl Russo

1 unchanged sentence

(Principal Executive Officer)

February 21, 2020

February 22, 2021 By:

/s/ Cory Sindelar

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 22, 2021.

/s/ Carl Russo

Chief Executive Officer and Director

(Principal Executive Officer)

February 21, 2020

/s/ Cory Sindelar

Chief Financial Officer

(Principal Financial Officer)

February 21, 2020

Signature Title Date

/s/ Carl Russo Chief Executive Officer and Director

(Principal Executive Officer) February 22, 2021

/s/ Cory Sindelar Chief Financial Officer

(Principal Financial Officer) February 22, 2021

Cory Sindelar

/s/ Don Listwin

Chairman of the Board of Directors

February 21, 2020

/s/ Christopher Bowick

February 21, 2020

/s/ Don Listwin Chairman of the Board of Directors February 22, 2021

/s/ Christopher Bowick Director February 22, 2021

Christopher Bowick

/s/ Kathy Crusco

February 21, 2020

/s/ Kevin DeNuccio

February 21, 2020

/s/ Kathy Crusco Director February 22, 2021

/s/ Kevin DeNuccio Director February 22, 2021

Kevin DeNuccio

/s/ Michael Everett

February 21, 2020

/s/ Michael Everett Director February 22, 2021

Michael Everett

/s/ Kira Makagon

February 21, 2020

/s/ Michael Matthews

February 21, 2020

/s/ Kira Makagon Director February 22, 2021

/s/ Michael Matthews Director February 22, 2021

Michael Matthews

/s/ Kevin Peters

February 21, 2020

Daniel Plants

February 21, 2020

/s/ Kevin Peters Director February 22, 2021

Daniel Plants Director February 22, 2021

Daniel Plants

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures