Viavi Solutions Inc.

Communication Equipment • Technology • Chandler, AZ, United States • VIAV (NMS)

408 404 3600 1445 South Spectrum Boulevard, Chandler, AZ 85286, United States

Quarter: Q4 2026 Reported: November 18, 2025 Sentiment: Positive

Viavi Solutions Inc. provides network test, monitoring, and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace, and critical infrastructures in the Americas, the Asia-Pacific, Europe, the Middle East, and Africa. It operates in two segments, Network and Service Enablement (NSE) and Optical Security and Performance Products (OSP). The NSE segment provides testing, monitoring, assurance, and security solutions that address lab and production environments, network management, service assurance, and AIOps for wireless, wireline, cloud, satellite, public safety, military, and infrastructure networks. This segment also offers instruments, microprobes, and perpetual software licenses that support the development, production, maintenance, and optimization of network systems, as well as product support and professional services comprising repair, calibration, software support, and technical assistance for its products. Its OSP segment leverages its core optical coating technologies and volume manufacturing capability to design, manufacture, and sell technologies for the anti-counterfeiting, 3D sensing, government and aerospace, automotive, and industrial markets. The company has a strategic partnership with QuNu Labs Pvt. Ltd. for the development of quantum security and advanced network intelligence technologies. The company was formerly known as JDS Uniphase Corporation. Viavi Solutions Inc. was founded in 1923 and is headquartered in Chandler, Arizona.

Analysis Summary

VIAVI SOLUTIONS INC. successfully concluded its 2025 Annual Meeting of Stockholders on November 12, 2025, with a robust participation rate of approximately 92% of outstanding shares. All five proposals presented to stockholders received overwhelming approval, indicating strong support for the company's leadership and governance framework.

**Detailed Proposal Outcomes:**
1. **Election of Directors:** All nine director nominees—Richard E. Belluzzo, Keith Barnes, Laura Black, Richard John Burns, Donald Colvin, Eugenia M. Corrales, Doug Gilstrap, Oleg Khaykin, and Joanne Solomon—were elected to serve until the 2026 Annual Meeting, each receiving significant majority votes.
2. **Auditor Ratification:** The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026 was ratified with 200,728,070 votes For, demonstrating confidence in the company's financial oversight.
3. **Executive Compensation (Advisory):** Stockholders provided advisory approval for the compensation of named executive officers, with 179,253,889 votes For, reflecting general satisfaction with the executive pay structure.
4. **Equity Incentive Plan Amendment:** The amendment and restatement of the Company's 2003 Equity Incentive Plan were approved, with 185,845,145 votes For. This amendment is crucial for retaining and attracting talent through competitive equity awards.
5. **Officer Exculpation Provision:** A significant amendment to the Company's Certificate of Incorporation to include an officer exculpation provision was approved, with 178,470,353 votes For. This provision, permitted by Delaware General Corporation Law, limits the personal liability of officers for certain breaches of fiduciary duty, aiming to attract and retain qualified officers. The Amended and Restated Certificate of Incorporation became effective upon filing on November 13, 2025.

**Management Commentary and Forward Guidance:**
This filing is a corporate governance update and does not contain management commentary on financial performance, strategic initiatives, or forward-looking financial guidance. The successful passage of all proposals, particularly the equity incentive plan and officer exculpation, suggests a proactive approach to corporate governance and talent management.

**Competitive Positioning and Market Trends:**
No information regarding competitive positioning or market trends was discussed in this corporate governance filing.

**Risk Factors and Concerns Raised:**
The document itself did not raise any specific risk factors or concerns from the company's perspective. The approval of the officer exculpation provision, while a standard governance update, could be viewed by some as a potential shift in accountability, though it aligns with Delaware law.

Key Highlights

• All five proposals at the 2025 Annual Meeting were overwhelmingly approved by stockholders.
• Nine directors were successfully elected to the board.
• PricewaterhouseCoopers LLP was ratified as the independent auditor for FY2026.
• Stockholders approved an amendment to the Certificate of Incorporation for officer exculpation.
• The 2003 Equity Incentive Plan was amended and restated.
• High stockholder participation rate of approximately 92%.
• Advisory approval for named executive officer compensation.

Financial Metrics

eps

Not provided in this corporate governance filing

YoY: N/A

revenue

Not provided in this corporate governance filing N/A

YoY: N/A

guidance

net income

Not provided in this corporate governance filing N/A

YoY: N/A

Stock Performance (90 Days)

Data through Dec 26, 2025

Layoff Events

Earnings Calls

Positive Signals

• High stockholder turnout (approximately 92%)
• Unanimous approval of all management-backed proposals
• Successful election of all director nominees
• Ratification of the independent auditor for FY2026
• Approval of the equity incentive plan, supporting talent retention and motivation

Risks & Concerns

— No specific financial or operational risk factors were explicitly raised by the company in this corporate governance filing.
— The officer exculpation provision, while legally permitted and approved, could be a point of discussion regarding officer accountability from an external perspective.