calx-20260514
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2026
CALIX, INC.
(Exact name of Registrant as specified in its charter)
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| | | | |
| Delaware | | 001-34674 | | 68-0438710 |
(State or other jurisdiction
of incorporation) | | (Commission
File No.) | | (I.R.S. Employer
Identification No.) |
| | |
3155 Olsen Drive, Suite 450, San Jose, California | | 95117 |
| (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:
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| ☐ | 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)) |
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| ☐ | 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:
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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 14, 2026, the stockholders approved the following proposals, casting their votes as follows:
Proposal 1: To elect three Class I directors to the Company’s Board of Directors (the “Board”) to serve until the 2029 annual meeting of stockholders or until their successors are elected and have been qualified, or until their earlier death, resignation or removal:
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| Nominee | For | Withheld | Broker Non-Votes |
| Kathleen Crusco | 44,653,525 | 4,573,831 | 8,996,932 |
| Carl Russo | 47,092,848 | 2,134,508 | 8,996,932 |
| Michael Weening | 48,150,666 | 1,076,690 | 8,996,932 |
Proposal 2: To approve an increase in the number of shares of common stock reserved for issuance under the matching component of the Calix, Inc. Amended and Restated Stock Purchase and Matching Plan by 672,300 shares:
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| For | Against | Abstained | Broker Non-Votes |
| 40,036,626 | 9,082,037 | 108,693 | 8,996,932 |
Proposal 3: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
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| For | Against | Abstained | Broker Non-Votes |
| 47,570,890 | 1,519,777 | 136,689 | 8,996,932 |
Proposal 4: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
| | | | | | | | |
| For | Against | Abstained |
| 57,677,450 | 425,224 | 121,614 |
Proposal 5: To approve, on an advisory basis, a stockholder proposal relating to a simple majority vote:
| | | | | | | | | | | |
| For | Against | Abstained | Broker Non-Votes |
| 44,579,584 | 4,509,208 | 138,564 | 8,996,932 |
SIGNATURE
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.
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| Date: | May 15, 2026 | | | | | Calix, Inc. |
| | | | |
| | | | | | By: | | /s/ Doug McNitt |
| | | | | | | | Doug McNitt |
| | | | | | | | EVP, General Counsel |
