VIAVI SOLUTIONS INC. — Proxy Solicitation & Information Statement 2015

Sep 1, 2015

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ¨

Filed by a Party other than the Registrant þ

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¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
¨	Definitive Additional Materials
þ	Soliciting Material Under Rule 14a-12

Viavi Solutions Inc.

(Name of Registrant as Specified In Its Charter)

Sandell Asset Management Corp.

Thomas E. Sandell

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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¨ Fee paid previously with preliminary materials.

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On September 1, 2015, Sandell Asset Management Corp. (“SAMC”) sent a letter to the board of directors (the “Board”) of Viavi Solutions Inc. (the “Company”) and issued a press release disclosing the letter (the “Press Release”), in which SAMC outlined a number of actions it believes the Company should undertake in order to increase shareholder value.

A copy of the September 1 Press Release including the full text of the letter is filed herewith as Exhibit 1.

Information regarding the participants in a solicitation of proxies from stockholders of the Company in connection with the Company’s 2015 annual meeting of stockholders is filed herewith as Exhibit 2.