On this page of StockholderLetter.com we present the latest annual shareholder letter from VIAVI SOLUTIONS INC. — ticker symbol VIAV. Reading current and past VIAV letters to shareholders can bring important insights into the investment thesis.

 •  9/27/2024 Letter Continued (Full PDF)
 •  More "Electronic Equipment & Products" Category Stockholder Letters
 •  VIAV Benford's Law Stock Score = 88

VIAV Shareholder/Stockholder Letter Transcript:

1445 South Spectrum Blvd, Suite 102
Chandler, Arizona 85286
(408) 404-3600
Fiscal Year 2024 (   FY24   ) Virtual Annual Meeting of Stockholders and Proxy Statement
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND
SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.
PLEASE REFER TO (I) THE INSTRUCTIONS OF THE NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, (II) THE
SECTION ENTITLED GENERAL INFORMATION ABOUT THE ANNUAL
MEETING BEGINNING ON PAGE 90 OF THIS PROXY STATEMENT, OR (III) IF
YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR
ENCLOSED PROXY CARD.
IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 6, 2024: The Notice of
Annual Meeting, Proxy Statement and the Annual Report on Form 10-K for the fiscal
year ended June 29, 2024, are available free of charge at the following website:
www.edocumentview.com/VIAV

GO GREEN!
REGISTER ELECTRONICALLY
FOR STOCKHOLDER MATERIALS
Viavi Solutions Inc. is pleased to take advantage of the Securities and Exchange Commission (the    SEC   ) rules
allowing companies to furnish this Proxy Statement and Annual Report over the internet to holders of our
common stock. We believe that this e-proxy process, also known as    Notice and Access    will expedite the
receipt of proxy materials by our stockholders, reduce our printing and mailing expenses and reduce the
environmental impact of producing the materials required for our annual meeting of stockholders.
You should refer to the    General Information About the Annual Meeting    portion of the following Proxy Statement
or contact our Investor Relations hotline at 408-404-6305 for assistance regarding instructions on how to
register for and access our Proxy Statement and Annual Report online.

Dear Stockholders:
The independent directors of Viavi Solutions Inc. (   VIAVI   )
and I are inviting you to attend VIAVI   s 2024 Annual
Meeting of Stockholders, which will be held virtually on
November 6, 2024, at 10:00 a.m. Mountain Time. As we
approach the 2024 Annual Meeting, I would like to share
with you some of our business and financial results from
fiscal year 2024 (   FY24   ) as well as some of our recent
stockholder outreach efforts and environmental, social and
governance (   ESG   ) initiatives.
Business and Financial Results
and goals and worked to balance the near-term needs of
the business and our ESG priorities. Our ESG Program
Groups     Environmental, Social, Governance and
Cybersecurity     continued to advance our ESG program by
focusing on topics that are relevant to the business.
FY24 Virtual Annual Meeting
We have designed the virtual 2024 Annual Meeting to
provide for the same rights and opportunities to participate
as stockholders would have at an in-person meeting.
Details regarding how to access the virtual meeting via the
internet and the business to be conducted at the meeting
are more fully described in the accompanying Notice of
2024 Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the meeting, please vote
as your vote is important.
During FY24, the business environment for VIAVI continued
to be challenging, particularly in the North American service
provider and enterprise customer markets. Field
Instruments demand remained largely at the    maintenance   
level due to the absence of major network build-outs and
upgrades by Tier 1 service providers, particularly in North
America. NE product demand continued to be impacted by
sharply reduced research and development (R&D) and
production capital expenditure spend by major wireless
network equipment manufacturers (NEMs), who have
reduced investment in response to significant cutbacks in
5G deployment by wireless operators.
Tor Braham, who has served on VIAVI   s Board since 2015,
has expressed a desire not to be renominated, and was not
renominated as a result. The Board is grateful to Mr.
Braham for his dedication, many years of service, and
contributions as a director of our Company.
We announced a restructuring plan in the fourth quarter of
FY24 to better align our business with the current
environment. We also further improved our balance sheet
by retiring the 2024 senior convertible Notes upon maturity
and repurchasing 2.3 million shares of our common stock
for $20.0 million.
Sincerely,
In FY25, we expect the conservative spend environment to
persist for the remainder of calendar 2024 and a gradual
demand recovery in the first half of calendar 2025. Our
long-term focus remains on executing against our strategic
priorities to drive revenue and earnings growth, capture
market share and continue to optimize our capital structure.
We remain positive on our long-term growth drivers and will
continue to focus on executing our strategic priorities over
the long-term.
On behalf of the Board of Directors, we would like to
express our appreciation for your continued support of
VIAVI.
Oleg Khaykin
President and Chief Executive Officer
September 27, 2024
Response to Investor Feedback
We recognize the importance of regular and transparent
communication with our stockholders, and we aim to
engage with our stockholders on a regular basis. In FY24,
we reached out to stockholders representing approximately
40% of shares outstanding to see if they had any additional
feedback. We will continue to seek out and consider
stockholder feedback in the future as necessary.
Environmental, Social, and Governance Matters
In light of the challenging macroeconomic environment over
the past year, we continued to focus on ensuring ongoing
alignment of our ESG practices with our business strategy.
The ESG Executive Steering Committee exercised
oversight with respect to our ESG programs, investments
Richard E. Belluzzo
Chair of the Board
September 27, 2024

Table of Contents
Notice of Annual Meeting
VIAVI at a Glance
Fiscal Year 2024 Financial Performance
Compensation Discussion and Analysis
Highlights
Corporate Governance
Corporate Governance Highlights
Board Leadership
Director Independence
Board Composition, Experience and Diversity
Board Diversity Matrix
Risk Oversight
Human Capital Management Oversight
The Board and Its Committees
Director Evaluations
Director Selection and Nomination Process
Stockholder Recommendations for Board
Candidates
Board Succession, Refreshment and Diversity
Majority Voting and Director Resignation and
Retirement Policy
Director Onboarding and Continuing Education
Communication between Stockholders and
Directors
Code of Ethics
Insider Trading Policy
Management Succession Planning
Stockholder Engagement and Outreach
Environmental, Social and Governance Matters
Proposal 1 Election of Directors
Our Director Nominees
Qualifications, Attributes, Skills and Experience
Director Nominee Biographies
Director Compensation
Proposal 2 Ratification of Independent
Auditors
Audit Committee Report
Executive Officers
Proposal 3 Advisory Vote on Executive
Compensation
1
4
5
6
10
10
11
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12
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31
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37
40
A Message from the Chair of the Compensation
Committee of the Board of Directors
Compensation Discussion and Analysis
Executive Summary
Our Executive Compensation Program
2023 Say-on-Pay Advisory Vote - Stockholder
Outreach
CEO Compensation and Performance Alignment
New CFO Employment Agreement
Compensation Philosophy
Compensation Governance Highlights
FY24 Target Compensation
FY24 Executive Compensation Overview
Elements of FY24 Executive Compensation
Other Important Compensation Practices
Our Compensation Decision-Making Process
Compensation Peer Group Comparisons
Section 162(m)
Stock Ownership Guidelines
Compensation Risk Assessment
Compensation Committee Interlocks and
Insider Participation
Compensation Committee Report
Executive Compensation and Other
Information
Security Ownership of Certain Beneficial
Owners and Management
Certain Relationships and Related Person
Transactions
Other Information
Note About Forward Looking Statements
Websites Referenced in this Proxy Statement
Annual Report on Form 10-K and Annual Report
to Stockholders
General Information About the Annual Meeting
Appendix A GAAP to Non-GAAP
Reconciliations
45
47
47
48
49
50
51
52
52
53
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55
66
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68
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90
A-1
42
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VIAVI Solutions Inc. | FY 2024 Notice of Annual Meeting & Proxy Statement | i

NOTICE OF 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 2024
Virtual Meeting Logistics
Date
Time
Live Webcast
Wednesday, November 6, 2024
10:00 a.m.,
Mountain Time
https://meetnow.global/MQ4CXF5
Access begins at
9:30 a.m., Mountain Time
Items of Business
Stockholders will be asked to vote on the following matters at the 2024 Virtual Annual Meeting of Stockholders (the "2024
Annual Meeting") of VIAVI (also referred to as the    Company,       we,       our,    and    us   ):
BOARD VOTING
RECOMMENDATION
PROPOSAL
Management Proposals
Proposal 1. Election of Directors
The Board of Directors (the "Board,    and each member a
   Director   ) believes that each of the Director nominees
has the knowledge, experience, skills and background
necessary to contribute to an effective and wellfunctioning Board.
Proposal 2. Ratification of the Appointment of
PricewaterhouseCoopers LLP as VIAVI   s independent
registered public accounting firm for fiscal year 2025
PAGE REFERENCE
(FOR MORE DETAIL)
Vote FOR each
Director nominee
29
Vote FOR
40
Vote FOR
44
The Audit Committee and the Board believe that the
continued retention of PricewaterhouseCoopers LLP to
serve as VIAVI   s independent auditors is in the best
interests of VIAVI and its stockholders.
Proposal 3. Approval, in a Non-Binding Advisory
Vote, of the Compensation for Named Executive
Officers
The Board believes that the compensation of our named
executive officers (   NEOs   ) as disclosed in this Proxy
Statement for FY24 is well aligned with VIAVI   s
performance and the interests of our stockholders.
VIAVI Solutions Inc. | FY 2024 Notice of Annual Meeting & Proxy Statement | 1



 9/27/2024 Letter Continued (Full PDF)