--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-017889" form_type: "8-K" ticker: "CALX" cik: "0001406666" company_name: "CALIX, INC" filed_at: "2023-05-12T23:59:59+00:00" generated_at: "2026-06-15T02:19:42.895053+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Calix stockholders re-elect directors, approve equity plan increases at 2023 annual meeting ## Summary - Kathleen Crusco and Carl Russo re-elected as Class I directors with 51.1M and 50.1M votes for, respectively. - Third Amended and Restated 2019 Equity Incentive Plan approved (35.4M for, 17.9M against) adding 1.5M shares. - Third Amended and Restated 2017 Nonqualified ESPP approved (42.5M for, 10.9M against) adding 1.2M shares. - Advisory say-on-pay approved with 38.7M for; advisory vote frequency set to 1 year (51.6M votes). - Ratification of KPMG as independent auditor for fiscal 2023 approved with 61.3M for. ## SEC filing metadata - accession: 0001628280-23-017889 - form_type: 8-K - ticker: CALX - cik: 0001406666 - company_name: CALIX, INC - filed_at: 2023-05-12T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/0001628280-23-017889-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/calx-20230511.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-017889 - JSON: https://secwatch.observer/filing/0001628280-23-017889.json - Plain text: https://secwatch.observer/filing/0001628280-23-017889.txt ## Key facts - Shareholder Votes CALIX, INC shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: Proposal 6: To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstained 61,314,614 221,666 30,576 evidence_url: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/0001628280-23-017889-index.htm - Shareholder Votes CALIX, INC shareholders approved Advisory vote on compensation of named executive officers at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-11 source text: Proposal 4: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers: For Against Abstained Broker Non-Votes 38,700,360 14,604,514 354,033 7,907,949 evidence_url: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/0001628280-23-017889-index.htm - Shareholder Votes CALIX, INC shareholders approved Approval of Third Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan to increase shares by 1,200,000 at the 2023-05-11 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-11 source text: Proposal 3: To approve the Third Amended and Restated 2017 Nonqualified Employee Stock Purchase Plan (“Nonqualified ESPP”) to increase the number of shares of common stock issuable under the Nonqualified ESPP by 1,200,000 shares: For Against Abstained Broker Non-Votes 42,486,827 10,870,799 301,281 7,907,949 evidence_url: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/0001628280-23-017889-index.htm - Shareholder Votes CALIX, INC shareholders approved Approval of Third Amended and Restated 2019 Equity Incentive Award Plan to increase shares by 1,500,000 at the 2023-05-11 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-11 source text: Proposal 2: To approve the Third Amended and Restated 2019 Equity Incentive Award Plan (“2019 Plan”) to increase the number of shares of common stock issuable under the 2019 Plan by 1,500,000 shares: For Against Abstained Broker Non-Votes 35,433,660 17,901,713 323,534 7,907,949 evidence_url: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/0001628280-23-017889-index.htm - Shareholder Votes CALIX, INC shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-05-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-11 source text: Proposal 5: To approve, on a non-binding, advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers: 1 Year 2 Years 3 Years Abstained Broker Non-Votes 51,565,812 44,094 2,007,137 41,864 7,907,949 evidence_url: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/0001628280-23-017889-index.htm - Shareholder Votes CALIX, INC shareholders approved Election of two Class I directors to serve until the 2026 annual meeting at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: Proposal 1: To elect two Class I directors to the Company’s Board of Directors (the “Board”) to serve until the 2026 annual meeting of stockholders or until their successors are elected and have been qualified, or until their earlier death, resignation or removal: Nominee For Withheld Broker Non-Votes Kathleen Crusco 51,120,343 2,538,564 7,907,949 Carl Russo 50,119,236 3,539,671 7,907,949 evidence_url: https://www.sec.gov/Archives/edgar/data/1406666/000162828023017889/0001628280-23-017889-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.