calx-20230324

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): March 24, 2023

CALIX, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-34674

68-0438710

(State or other jurisdiction
of incorporation)

(Commission
File No.)

(I.R.S. Employer
Identification No.)

2777 Orchard Parkway, San Jose, California

95134

(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:


☐			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))


☐			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:

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).


Emerging Growth Company						☐

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 24, 2023, Michael Everett, a member of the Board of Directors (“Board”) of Calix, Inc. (“Company”), advised the Board that he has decided to decline to stand for re-election as a Class 1 director upon the expiration of his current term at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”).

Mr. Everett’s decision to decline to stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Everett will continue to serve as a member of the Board and its Audit Committee and Strategic Committee until his term expires. The Company and Board are grateful to Mr. Everett for his service and valuable contributions to the Company since 2007.

On March 24, 2023, in connection with Mr. Everett’s decision to decline to stand for re-election, the remaining directors voted unanimously to reduce the size of the Board from nine to eight directors, effectively immediately following the expiration of Mr. Everett’s term on May 11, 2023.

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.

Date:

March 30, 2023

CALIX, INC.

By:

/s/ Doug McNitt

Doug McNitt

EVP, General Counsel

Calix Inc filed SEC Form 8-K: Leadership Update