HARMONIC INC. — Regulatory Filings 2021

Jun 10, 2021

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): June 8, 2021

HARMONIC INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-25826	77-0201147
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

2590 Orchard Parkway

San Jose , CA 95131

(Address of principal executive offices, including zip code)

( 408 ) 542-2500

(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(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HLIT	NASDAQ Global Select Market

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2021 Annual Meeting of Stockholders (the"2021 Annual Meeting") at 10:00 a.m. Pacific Time on Tuesday, June 8, 2021. The Annual meeting was a virtual meeting held over the Internet at www.virtualshareholdermeeting.com/HLIT2021. As of April 15, 2021, the record date for the 2021 Annual Meeting, there were 101,087,383 shares of common stock issued and outstanding. A quorum of 89,096,791 shares of common stock was present or represented at the 2021 Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the 2021 Annual Meeting were approved. Those matters were as follows:

1. Stockholders elected seven (7) directors to serve until the earlier of the 2022 Annual Meeting of Stockholders or until their successors are elected and duly qualified.

NAME	FOR	WITHHELD	BROKER NON-VOTE
Patrick Gallagher	73,360,520	2,992,400	12,743,871
Patrick J. Harshman	75,647,036	705,884	12,743,871
Deborah L. Clifford	75,722,756	630,164	12,743,871
David Krall	74,549,608	1,803,312	12,743,871
Mitzi Reaugh	75,714,624	638,296	12,743,871
Susan G. Swenson	74,411,894	1,941,026	12,743,871
Nikos Theodosopoulos	75,719,662	633,258	12,743,871

1. Stockholders approved, on an advisory basis, the compensation of the named executive officers.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
75,346,335	785,486	221,099	12,743,871

1. Stockholders approved an amendment to the Company's 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
75,605,848	711,781	35,291	12,743,871

1. Stockholders approved an amendment to the Company's 2002 Director Stock Plan to increase the number of shares of common stock reserved for issuance thereunder by 450,000 shares.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
73,248,083	3,059,876	44,961	12,743,871

1. Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,2021.

FOR	AGAINST	ABSTAIN
88,901,726	95,782	99,283

SIGNATURES

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: June 10, 2021
By:	/s/ Timothy C. Chu
	Timothy C. Chu
	General Counsel, SVP HR and Corporate Secretary