What changed in this filing

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Item 9A. Controls and Procedures

2024-08-16 compared with 2023-08-17 · 50 added, 40 removed, 113 unchanged (44% of the section changed)

5 unchanged sentences

Our management (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO)) has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act).

Based on such evaluation, our CEO and our CFO have 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.

Based on such evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of July 1, 2023.

Based on such evaluation, our CEO and our CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 29, 2024.

(b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

1 unchanged sentence

Our management, including our CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on its evaluation under the framework in the Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of July 1, 2023.

The effectiveness of the Company’s internal control over financial reporting as of July 1, 2023 has been audited by our independent registered public accounting firm PricewaterhouseCoopers LLP, as stated in their report which appears in this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Information.”

The effectiveness of the Company’s internal control over financial reporting as of June 29, 2024 has been audited by our independent registered public accounting firm PricewaterhouseCoopers LLP, as stated in their report which appears in this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Information.”

There were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), during the quarter ended July 1, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), during the quarter ended June 29, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(d) LIMITATIONS ON EFFECTIVENESS OF CONTROLS

5 unchanged sentences

OTHER INFORMATION

None of VIAVI’s directors or Section 16 officers adopted , modified or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule” 10b5–1 trading arrangement, as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended July 1, 2023.

Rule 10b5-1 Trading Arrangements

On May 14, 2024 , Ralph Rondinone , Senior Vice President , Global Operations of VIAVI, entered into a prearranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of an indeterminable number of shares of common stock.

Rondinone’s plan begins on May 14, 2024, and expires when all of the shares are sold or on February 6, 2026 , whichever occurs first.

The earliest date that sales could occur under this plan is August 13, 2024.

On May 15, 2024 , Masood Jabbar , Director of VIAVI, entered into a prearranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 120,000 shares of common stock.

Mr Jabbar’s plan begins on May 15, 2024, and expires when all of the shares are sold or on January 21, 2025 , whichever occurs first.

The earliest date that sales could occur under this plan is August 14, 2024.

None of VIAVI’s other directors or Section 16 officers adopted , modified or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule” 10b5–1 trading arrangement, as those terms are defined in Regulation S-K, Item 408, during the fiscal quarter ended June 29, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding the Company’s directors required by this Item is incorporated by reference to the sections entitled “Proposal One—Elections of Directors” and “Corporate Governance” in the Company’s Definitive Proxy Statement in connection with the 2023 Annual Meeting of Stockholders (the Proxy Statement), which will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended July 1, 2023.

Information required by Item 405 of Regulation S-K is incorporated by reference to the section entitled “Beneficial Ownership Reporting Compliance” in the Proxy Statement.

Information regarding the Company’s executive officers and Audit Committee of the Company’s Board of Directors required by this Item is incorporated by reference to the section entitled “Corporate Governance” in the Proxy Statement.

With regard to the information required by this item regarding the compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

Information regarding the Company’s directors required by this Item is incorporated by reference to the sections entitled “Proposal 1:

Elections of Directors” and “Corporate Governance” in the Company’s Definitive Proxy Statement in connection with the 2024 Annual Meeting of Stockholders (the Proxy Statement), which will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 29, 2024.

Information regarding the Company’s policies, procedures and practices related to insider trading and the Audit Committee of the Company’s Board of Directors required by this Item is incorporated by reference to the section entitled “Corporate Governance” in the Proxy Statement.

The Company’s Insider Trading Policy is filed as Exhibit 19.1 hereto.

Information regarding the Company’s executive officers required by this Item is incorporated by reference to the section entitled “Executive Officers” in the Proxy Statement.

With regard to the information required by this item regarding the compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement under a section entitled “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

The Company has adopted the “VIAVI Code of Business Conduct” as its code of ethics, which is applicable to all employees, officers and directors of the Company.

2 unchanged sentences

EXECUTIVE COMPENSATION

Information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Corporate Governance - Director Compensation,” “Corporate Governance - Compensation Program Risk Assessment,” “Corporate Governance—Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement.

Information required by this item is incorporated by reference to the sections entitled “Compensation Discussion and Analysis,” “Executive Compensation and Other Information,” “Proposal 1:

Election of Directors—Director Compensation,” “Corporate Governance—Board Oversight of Risk,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

2 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated by reference to the sections entitled “Corporate Governance - Certain Relationships and Related Person Transactions,” and “Corporate Governance - Director Independence” in the Proxy Statement.

Information required by this item is incorporated by reference to the sections entitled “Certain Related Party Transactions,” and “Corporate Governance—Director Independence” in the Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required by this item is incorporated by reference to the section entitled “Audit and Non-Audit Fees” in the Proxy Statement.

Information required by this item is incorporated by reference to the section entitled “Proposal 2:

Ratification of Independent Auditors—Audit and Non-Audit Fees” in the Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Statements of Operations — Years Ended July 1 , 202 3 , July 2 202 2 , and Ju ly 3 , 202 1

Consolidated Statements of Comprehensive (Loss) Income — Years Ended July 1 , 202 3 , July 2 , 202 2 , and Ju ly 3 , 202 1

Consolidated Balance Sheets — July 1 , 202 3 and July 2 , 202 2

Consolidated Statements of Cash Flows — Years Ended July 1 , 202 3 , July 2 , 202 2 , and Ju ly 3 , 202 1

Consolidated Statements of Stockholders’ Equity — Years Ended July 1 , 202 3 , July 2 , 202 2 , and Ju ly 3 , 202 1

Consolidated Statements of Operations — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Consolidated Statements of Comprehensive (Loss) Income — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Consolidated Balance Sheets —June 29, 2024 and July 1, 2023

Consolidated Statements of Cash Flows — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Consolidated Statements of Stockholders’ Equity — Years Ended June 29, 2024, July 1, 2023 and July 2 , 2022

Notes to Consolidated Financial Statements

7 unchanged sentences

Exhibit Description Form Exhibit Filing Date Herewith Not Filed

Separation and Distribution Agreement by and between JDS Uniphase Corporation, Lumentum Holdings Inc.

Separation and Distribution Agreement, dated as of July 31, 2015, by and among JDS Uniphase Corporation, Lumentum Holdings Inc.

and Lumentum Operations LLC

3 unchanged sentences

Amended and Restated Bylaws of Viavi Solutions Inc.

10-Q 3.1 2/7/2018

Indenture, dated as of March 3, 2017 between Viavi Solutions Inc.

and Wells Fargo Bank, National Association as Trustee

8-K 3.1 2/16/2024

Form of 1.00% Senior Convertible Notes due 2024

8-K 4.2 (Incl.

in 4.1) 3/6/2017

Indenture, dated as of March 6, 2023, between Viavi Solutions Inc.

Indenture, dated as of March 6, 2023, by and between Viavi Solutions Inc.

Bank Trust Company, National Association, as Trustee.

8-K 4.1 3/7/2023

62 5% Senior Convertible Notes due 202 6

Form of 1.625% Senior Convertible Notes due 2026

8-K 4.2 (Incl.

in 4.1) 3/7/2023

Indenture, dated as of September 29, 2021 between Viavi Solutions Inc., the Guarantors named party thereto, and Wells Fargo Bank, National Association as Trustee

Indenture, dated as of September 29, 2021, by and between Viavi Solutions Inc., the Guarantors named party thereto, and Wells Fargo Bank, National Association as Trustee

8-K 4.1 9/29/2021

7 unchanged sentences

8-K 10.1 2/2/2016

Employment Agreement between Henk Derksen and Viavi Solutions Inc., effective as of March 15, 2021

8-K 10.1 5/7/2021

Amended and Restated 1998 Employee Stock Purchase Plan

10-K 10.3 8/27/2019

Viavi Solutions Inc.

Employee Stock Purchase Plan (Restated as of November 8, 2023)

10-Q 10.2 2/2/2024

Form of Indemnification Agreement

8-K 10.9 4/20/2015

Restated 2003 Equity Incentive Plan

Viavi Solutions Inc.

2003 Equity Incentive Plan (Restated as of November 8, 2023)

10-Q 10.1 2/2/2024

1 unchanged sentence

8-K 10.3 6/20/2020

Tax Matters Agreement by and between JDS Uniphase Corporation and Lumentum Holdings Inc.

Tax Matters Agreement, dated as of July 31, 2015, by and between JDS Uniphase Corporation and Lumentum Holdings Inc.

8-K 10.1 8/5/2015

1 unchanged sentence

8-K 10.1 6/22/2020

Form of Option Grant Notice and Option Agreement, by and between the Registrant and Oleg Khaykin

S-8 99.1 2/11/2016

2003 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement

8-K 10.2 6/22/2020

Credit Agreement, dated December 30, 2021, among Viavi Solutions Inc.

Credit Agreement, dated as of December 30, 2021, among Viavi Solutions Inc.

and certain of its subsidiaries, the lenders party thereto and Wells Fargo Bank, National Association, as agent

3 unchanged sentences

10-Q 10.1 5/3/2023

Employment Agreement between Ilan Daskal and Viavi Solutions Inc., effective as of November 7, 2023

10-Q 10.4 2/2/2024

Non-Employee Director Compensation Policy, dated as of November 8, 2023

10-Q 10.5 2/2/2024

Viavi Solutions Inc.

Insider Trading Policy

Subsidiaries of Viavi Solutions Inc.

7 unchanged sentences

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

Viavi Solutions Inc.

Compensation Recovery Policy

101.SCH Inline XBRL Taxonomy Extension Schema Document X

7 unchanged sentences

August 15, 2024 VIAVI SOLUTIONS INC.

/s/ HENK DERKSEN

/s/ ILAN DASKAL

Executive Vice President and Chief Financial Officer

4 unchanged sentences

Oleg Khaykin (Principal Executive Officer)

/s/ HENK DERKSEN Executive Vice President and Chief Financial Officer August 17, 2023

Henk Derksen (Duly Authorized Officer and Principal Financial and Accounting Officer)

/s/ ILAN DASKAL Executive Vice President and Chief Financial Officer August 15, 2024

Ilan Daskal (Duly Authorized Officer and Principal Financial and Accounting Officer)

/s/ RICHARD BELLUZZO Chairman August 15, 2024

12 unchanged sentences

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