On this page of StockholderLetter.com we present the latest annual shareholder letter from Infinera Corp — ticker symbol INFN. Reading current and past INFN letters to shareholders can bring important insights into the investment thesis.
Infinera Corporation
2024 Proxy Statement
and
2023 Annual Report on Form 10-K
Infinera Corporation
6373 San Ignacio Avenue
San Jose, California 95119
Dear Stockholders,
I am pleased to report another year of solid financial results and continued progress toward our long-term business
objectives. Despite prevailing macroeconomic challenges, geopolitical uncertainty and adverse industry conditions, we made
strong progress toward our overall financial goals in 2023 while deepening customer relationships across the market
segments we serve. Highlights of our achievements over the past year included:

Delivered strong financial performance     2023 marked our sixth consecutive year of revenue growth. In
addition, on a year over year basis we expanded our gross margin by approximately 450 basis points, expanded
our operating margin by approximately 350 basis points, and enhanced our earnings per share.

Advanced our go-to-market strategy     during the year we continued to deliver on our core strategy of scaling our
optical transport systems business, expanding our customer offerings with a newly launched line of pluggable
optics and leveraging our U.S.-based optical semiconductor fab and innovative technology to open new
opportunities.

Improved our customer experience metrics     we believe the success of our brand is based on the quality of our
products and our customers    experience when working with us. We continued to enhance our brand and build
customer trust through improvements in both customer experience and quality. In 2023, we won the
Telecommunications Industry Association (TIA) QuEST Forum Participant Company of the Year Award, recognizing
Infinera   s instrumental role in the development and maintenance of the TL 9000 Quality Management System
standard.
I would like to thank the global Infinera team for another solid year of execution and results, as well as for their resolve
and commitment to delivering an unrivaled customer experience founded upon our Power of Orange cultural values of
innovation, inclusivity, collaboration, and integrity. Despite short term challenges in the environment and market, we believe
we have the right strategy, product portfolio team and customer trust to drive meaningful long-term value for our
stockholders, customers, partners and employees.
Your voting support of the proposals described in the accompanying proxy statement would be deeply appreciated as
we work together to increase the value of your investment in Infinera. We thank you for your continued commitment to
Infinera and belief in our team.
Sincerely,
David W. Heard
Chief Executive Officer
Infinera Corporation
6373 San Ignacio Avenue
San Jose, California 95119
Dear Fellow Stockholders,
In 2023, Infinera continued to further establish itself as a market leader and innovator in coherent optical networking.
We are pleased with the Company   s financial performance and portfolio advances in 2023 as it rose to the challenge of
navigating another year of profound global uncertainty and macroeconomic challenges impacting not only our industry, but
the world at large. I am very proud of our global management team for its perseverance through these continuing challenges
and its focus on building an innovative, sustainable, inclusive and profitable company.
Market trends continue to reinforce the critical role of optics in the communications industry and support our growth
prospects. These trends include continued year-over-year bandwidth growth of over 30 percent driving web-scaler and
carrier capacity demands, increased deployment of fiber optics closer to end users, and accelerated adoption of new
applications such as artificial intelligence that is driving unprecedented demand for network bandwidth. By focusing on
innovation that matters, we believe we are uniquely positioned to meet our customers    evolving connectivity needs with our
best-in-class portfolio of open optical networking solutions and drive continued progress toward our long-term business
model.
Our strategy includes an ongoing commitment to strengthen our environmental, social, and governance (   ESG   )
practices. I am proud we submitted new emissions targets to the Science-based Targets Initiative (   SBTi   ) and committed
publicly to achieving net-zero scope 2 emissions by 2050. Our years-long commitment to greater environmental
sustainability has positioned us well to continue to reduce the potential impact of our operations and products and maximize
the positive impact we can have on the world. Underpinning Infinera   s culture and our approach to these commitments are
three core principles that unite our Board, management team and global employees: innovation that matters, better together
and we care.
Our highly qualified, independent and diverse Board remains inspired by the ability of the Infinera team and its core
values and vision to overcome challenging external conditions to deliver strong results while looking after its customers,
partners and employees. We are excited about the future ahead and the Company   s potential for value creation for
stockholders.
In closing, as you review the accompanying proxy statement, I am confident that our collective commitment to
excellence in our corporate governance and executive compensation practices will be evident. Thank you for your ongoing
support of Infinera.
Sincerely,
George A. Riedel
Independent Board Chair
Infinera Corporation
6373 San Ignacio Avenue
San Jose, California 95119
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Date:
June 12, 2024
Record Date:
April 30, 2024
Time:
10:00 a.m. Pacific Time
Attendance:
www.virtualshareholdermeeting.com/INFN2024.
Dear Stockholder:
You are cordially invited to attend the virtual 2024 Annual Meeting of Stockholders of Infinera Corporation (   Infinera   ), a
Delaware corporation, and any postponement, adjournment or other delay thereof (the    Annual Meeting   ). The Annual
Meeting will be held via live webcast at www.virtualshareholdermeeting.com/INFN2024 on Wednesday, June 12, 2024 at
10:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online and submit questions during the Annual
Meeting by visiting the website listed above. You will also be able to vote your shares electronically at the Annual Meeting.
This Annual Meeting is being held for the following purposes:
1.
To elect three Class II directors to the Board of Directors to hold office until the 2027 annual meeting of
stockholders or until their respective successors have been duly elected and qualified, or until their earlier
death, resignation or removal from the Board of Directors.
2.
To approve the Infinera Corporation 2016 Equity Incentive Plan (the    2016 Plan   ), as amended, including
increasing the number of shares authorized for issuance thereunder by 7,100,000 shares.
3.
To approve, on an advisory basis, the compensation of Infinera   s named executive officers, as described in the
Proxy Statement.
4.
To ratify the appointment of Ernst & Young LLP as Infinera   s independent registered public accounting firm for
the fiscal year ending December 28, 2024.
5.
To transact such other business that may properly come before the meeting or any postponement or
adjournment thereof.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting was April 30, 2024 (the    Record Date   ). Only stockholders of record at the
close of business on that date may vote at the Annual Meeting. Your vote is important. Whether or not you expect to
attend the Annual Meeting, it is important that you vote as soon as possible so that your shares are represented. To
vote your shares, please follow the instructions in the Proxy Card or Voting Instruction Form included in your
Proxy Materials, which is being mailed to you on or about May 17, 2024. The proxy materials and our annual report can
be accessed by visiting www.virtualshareholdermeeting.com/INFN2024.
On behalf of the Board of Directors, thank you for your participation in this important annual process.
By Order of the Board,
Nancy Erba
Chief Financial Officer
San Jose, California
May 17, 2024
Cautionary Note Regarding Forward-Looking Statements
This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by
words such as    believe,       expect,       anticipate,       intend,       plan,       aim,       will,       may,       should,       could,       would,       likely,   
   estimate,       predict,       potential,       continue    or other similar expressions. Actual results may differ from those set forth in the
forward-looking statements due to a variety of factors, including those contained in the Company   s Annual Report on Form
10-K for the year ended December 30, 2023 and the Company   s other filings with the U.S. Securities and Exchange
Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date on which they are made. We undertake no obligation to update or revise any forward-looking statements.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to be Held on June 12, 2024
The Proxy Statement, including the Notice of Annual Meeting therein, and Form of Proxy are first being mailed on or
about May 17, 2024 to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and our 2023 Annual
Report are also available on the Investors page at investors.infinera.com.
Virtual Meeting Admission
Stockholders of record as of April 30, 2024 will be able to participate in the Annual Meeting by visiting our Annual
Meeting website at www.virtualshareholdermeeting.com/INFN2024. To participate in the Annual Meeting, you will need the
16-digit control number included on your proxy card.
The Annual Meeting will begin promptly at 10:00 a.m. Pacific time on Wednesday, June 12, 2024. Online check-in will
begin at 9:45 a.m. Pacific time, and you should allow approximately 15 minutes for the online check-in procedures.
Voting. Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares of
common stock that you own, please cast your vote, at your earliest convenience, as instructed on your proxy card and/or
voting instruction form. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your
shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the Internet, telephone,
mail or virtually at the Annual Meeting. Voting over the Internet or by telephone is fast and convenient, and your vote is
immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy
tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or
voting instruction form prior to the Annual Meeting even if they plan on virtually attending the Annual Meeting. Submitting a
vote before the Annual Meeting will not preclude you from voting your shares at the Annual Meeting should you decide to
virtually attend.
You may vote using the following methods:
Prior to the Annual Meeting, visit the website listed on your proxy card/voting
instruction form to vote via the Internet.
During the Annual Meeting, visit our Annual Meeting website at
www.virtualshareholdermeeting.com/INFN2024
Sign, date and return your proxy card/voting instruction form to vote by mail.
Call the telephone number on your proxy card/voting instruction form to vote
by telephone.
 • shareholder letter icon 5/17/2024 Letter Continued (Full PDF)
 • stockholder letter icon 3/31/2023 INFN Stockholder Letter
 • stockholder letter icon More "Manufacturing" Category Stockholder Letters
 • Benford's Law Stocks icon INFN Benford's Law Stock Score = 64


INFN Shareholder/Stockholder Letter Transcript:

Infinera Corporation
2024 Proxy Statement
and
2023 Annual Report on Form 10-K

Infinera Corporation
6373 San Ignacio Avenue
San Jose, California 95119
Dear Stockholders,
I am pleased to report another year of solid financial results and continued progress toward our long-term business
objectives. Despite prevailing macroeconomic challenges, geopolitical uncertainty and adverse industry conditions, we made
strong progress toward our overall financial goals in 2023 while deepening customer relationships across the market
segments we serve. Highlights of our achievements over the past year included:

Delivered strong financial performance     2023 marked our sixth consecutive year of revenue growth. In
addition, on a year over year basis we expanded our gross margin by approximately 450 basis points, expanded
our operating margin by approximately 350 basis points, and enhanced our earnings per share.

Advanced our go-to-market strategy     during the year we continued to deliver on our core strategy of scaling our
optical transport systems business, expanding our customer offerings with a newly launched line of pluggable
optics and leveraging our U.S.-based optical semiconductor fab and innovative technology to open new
opportunities.

Improved our customer experience metrics     we believe the success of our brand is based on the quality of our
products and our customers    experience when working with us. We continued to enhance our brand and build
customer trust through improvements in both customer experience and quality. In 2023, we won the
Telecommunications Industry Association (TIA) QuEST Forum Participant Company of the Year Award, recognizing
Infinera   s instrumental role in the development and maintenance of the TL 9000 Quality Management System
standard.
I would like to thank the global Infinera team for another solid year of execution and results, as well as for their resolve
and commitment to delivering an unrivaled customer experience founded upon our Power of Orange cultural values of
innovation, inclusivity, collaboration, and integrity. Despite short term challenges in the environment and market, we believe
we have the right strategy, product portfolio team and customer trust to drive meaningful long-term value for our
stockholders, customers, partners and employees.
Your voting support of the proposals described in the accompanying proxy statement would be deeply appreciated as
we work together to increase the value of your investment in Infinera. We thank you for your continued commitment to
Infinera and belief in our team.
Sincerely,
David W. Heard
Chief Executive Officer

Infinera Corporation
6373 San Ignacio Avenue
San Jose, California 95119
Dear Fellow Stockholders,
In 2023, Infinera continued to further establish itself as a market leader and innovator in coherent optical networking.
We are pleased with the Company   s financial performance and portfolio advances in 2023 as it rose to the challenge of
navigating another year of profound global uncertainty and macroeconomic challenges impacting not only our industry, but
the world at large. I am very proud of our global management team for its perseverance through these continuing challenges
and its focus on building an innovative, sustainable, inclusive and profitable company.
Market trends continue to reinforce the critical role of optics in the communications industry and support our growth
prospects. These trends include continued year-over-year bandwidth growth of over 30 percent driving web-scaler and
carrier capacity demands, increased deployment of fiber optics closer to end users, and accelerated adoption of new
applications such as artificial intelligence that is driving unprecedented demand for network bandwidth. By focusing on
innovation that matters, we believe we are uniquely positioned to meet our customers    evolving connectivity needs with our
best-in-class portfolio of open optical networking solutions and drive continued progress toward our long-term business
model.
Our strategy includes an ongoing commitment to strengthen our environmental, social, and governance (   ESG   )
practices. I am proud we submitted new emissions targets to the Science-based Targets Initiative (   SBTi   ) and committed
publicly to achieving net-zero scope 2 emissions by 2050. Our years-long commitment to greater environmental
sustainability has positioned us well to continue to reduce the potential impact of our operations and products and maximize
the positive impact we can have on the world. Underpinning Infinera   s culture and our approach to these commitments are
three core principles that unite our Board, management team and global employees: innovation that matters, better together
and we care.
Our highly qualified, independent and diverse Board remains inspired by the ability of the Infinera team and its core
values and vision to overcome challenging external conditions to deliver strong results while looking after its customers,
partners and employees. We are excited about the future ahead and the Company   s potential for value creation for
stockholders.
In closing, as you review the accompanying proxy statement, I am confident that our collective commitment to
excellence in our corporate governance and executive compensation practices will be evident. Thank you for your ongoing
support of Infinera.
Sincerely,
George A. Riedel
Independent Board Chair

Infinera Corporation
6373 San Ignacio Avenue
San Jose, California 95119
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Date:
June 12, 2024
Record Date:
April 30, 2024
Time:
10:00 a.m. Pacific Time
Attendance:
www.virtualshareholdermeeting.com/INFN2024.
Dear Stockholder:
You are cordially invited to attend the virtual 2024 Annual Meeting of Stockholders of Infinera Corporation (   Infinera   ), a
Delaware corporation, and any postponement, adjournment or other delay thereof (the    Annual Meeting   ). The Annual
Meeting will be held via live webcast at www.virtualshareholdermeeting.com/INFN2024 on Wednesday, June 12, 2024 at
10:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online and submit questions during the Annual
Meeting by visiting the website listed above. You will also be able to vote your shares electronically at the Annual Meeting.
This Annual Meeting is being held for the following purposes:
1.
To elect three Class II directors to the Board of Directors to hold office until the 2027 annual meeting of
stockholders or until their respective successors have been duly elected and qualified, or until their earlier
death, resignation or removal from the Board of Directors.
2.
To approve the Infinera Corporation 2016 Equity Incentive Plan (the    2016 Plan   ), as amended, including
increasing the number of shares authorized for issuance thereunder by 7,100,000 shares.
3.
To approve, on an advisory basis, the compensation of Infinera   s named executive officers, as described in the
Proxy Statement.
4.
To ratify the appointment of Ernst & Young LLP as Infinera   s independent registered public accounting firm for
the fiscal year ending December 28, 2024.
5.
To transact such other business that may properly come before the meeting or any postponement or
adjournment thereof.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting was April 30, 2024 (the    Record Date   ). Only stockholders of record at the
close of business on that date may vote at the Annual Meeting. Your vote is important. Whether or not you expect to
attend the Annual Meeting, it is important that you vote as soon as possible so that your shares are represented. To
vote your shares, please follow the instructions in the Proxy Card or Voting Instruction Form included in your
Proxy Materials, which is being mailed to you on or about May 17, 2024. The proxy materials and our annual report can
be accessed by visiting www.virtualshareholdermeeting.com/INFN2024.
On behalf of the Board of Directors, thank you for your participation in this important annual process.
By Order of the Board,
Nancy Erba
Chief Financial Officer
San Jose, California
May 17, 2024

Cautionary Note Regarding Forward-Looking Statements
This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by
words such as    believe,       expect,       anticipate,       intend,       plan,       aim,       will,       may,       should,       could,       would,       likely,   
   estimate,       predict,       potential,       continue    or other similar expressions. Actual results may differ from those set forth in the
forward-looking statements due to a variety of factors, including those contained in the Company   s Annual Report on Form
10-K for the year ended December 30, 2023 and the Company   s other filings with the U.S. Securities and Exchange
Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date on which they are made. We undertake no obligation to update or revise any forward-looking statements.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to be Held on June 12, 2024
The Proxy Statement, including the Notice of Annual Meeting therein, and Form of Proxy are first being mailed on or
about May 17, 2024 to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and our 2023 Annual
Report are also available on the Investors page at investors.infinera.com.
Virtual Meeting Admission
Stockholders of record as of April 30, 2024 will be able to participate in the Annual Meeting by visiting our Annual
Meeting website at www.virtualshareholdermeeting.com/INFN2024. To participate in the Annual Meeting, you will need the
16-digit control number included on your proxy card.
The Annual Meeting will begin promptly at 10:00 a.m. Pacific time on Wednesday, June 12, 2024. Online check-in will
begin at 9:45 a.m. Pacific time, and you should allow approximately 15 minutes for the online check-in procedures.
Voting. Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares of
common stock that you own, please cast your vote, at your earliest convenience, as instructed on your proxy card and/or
voting instruction form. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your
shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the Internet, telephone,
mail or virtually at the Annual Meeting. Voting over the Internet or by telephone is fast and convenient, and your vote is
immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy
tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or
voting instruction form prior to the Annual Meeting even if they plan on virtually attending the Annual Meeting. Submitting a
vote before the Annual Meeting will not preclude you from voting your shares at the Annual Meeting should you decide to
virtually attend.
You may vote using the following methods:
Prior to the Annual Meeting, visit the website listed on your proxy card/voting
instruction form to vote via the Internet.
During the Annual Meeting, visit our Annual Meeting website at
www.virtualshareholdermeeting.com/INFN2024
Sign, date and return your proxy card/voting instruction form to vote by mail.
Call the telephone number on your proxy card/voting instruction form to vote
by telephone.



shareholder letter icon 5/17/2024 Letter Continued (Full PDF)
 

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