Ciena Corp

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect three Class II directors (Joanne B. Olsen, Mary G. Puma, and Gary B. Smith) to serve three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Ciena’s independent registered public accounting firm for fiscal 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy materials.

   More detail

   This management proposal asks stockholders to approve, on a non-binding advisory basis, the compensation of Ciena’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and executive compensation tables. Management seeks approval to reaffirm its compensation framework centered on pay-for-performance, a mix of at-risk performance equity (PSUs and MSUs) and time-based RSUs, and cash incentives tied to revenue, adjusted operating income and corporate objectives. The Board recommends a vote FOR, citing strong fiscal 2025 results (record revenue $4.77B, record orders $7.8B, one-year TSR of 196% Jan 2, 2025–Jan 2, 2026), alignment of incentive outcomes with performance, prior shareholder support (approx. 94% prior year). The proposal is non-binding; the Compensation Committee will consider the results when setting future compensation but retains discretion. Institutional governance context includes typical investor scrutiny of pay-for-performance alignment, equity mix, MSU relative TSR metrics and change-in-control/severance features; the company emphasizes clawback policies, stock ownership guidelines and a double-trigger change-in-control design. The recommendation provides stockholders with an opportunity to express views; failure to approve would likely prompt the Board/Committee to engage with investors but would not automatically change pay arrangements.

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When is the Ciena Corp 2026 annual meeting?

Ciena Corp (CIEN) holds its 2026 annual shareholder meeting on Thursday, March 26, 2026.

What is the record date for the Ciena Corp 2026 meeting?

The record date for the Ciena Corp 2026 meeting is Tuesday, January 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ciena Corp's 2026 meeting?

The board is presenting 3 director nominees at the Ciena Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ciena Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Ciena Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.