{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-25-052859","form_type":"8-K","ticker":"VIAV","cik":"0000912093","company_name":"VIAVI SOLUTIONS INC.","filed_at":"2025-11-18T23:59:59+00:00","discovered_at":"2026-05-14T18:02:42.575639+00:00","generated_at":"2026-05-16T19:01:59.618056+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.2,"calibrated_materiality_score":0.2,"confidence":"high","headline":"Viavi shareholders approve all five proposals including officer exculpation at 2025 annual meeting","bullets":["All nine director nominees elected; vote counts range from 183.9M to 190.8M for, with 14.5M broker non-votes.","Ratification of PwC as FY2026 auditor passed with ~200.7M for, 4.9M against, 64k abstain.","Advisory say-on-pay passed with ~179.3M for, 11.8M against, 99k abstain, 14.5M broker non-votes.","Amendment to 2003 Equity Incentive Plan approved: ~185.8M for, 5.3M against, 102k abstain, 14.5M broker non-votes.","Charter amendment adding officer exculpation provision passed with ~178.5M for, 12.7M against; effective Nov 13."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-25-052859","json":"https://secwatch.observer/filing/0001628280-25-052859.json","markdown":"https://secwatch.observer/filing/0001628280-25-052859.md","text":"https://secwatch.observer/filing/0001628280-25-052859.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/912093/000162828025052859/0001628280-25-052859-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/912093/000162828025052859/viav-20251112.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T19:01:59.618056+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c4dd1e92d987b26ed7dde7171e8f140acf7002f4","claim":"VIAVI SOLUTIONS INC.: Filed amended and restated certificate of incorporation to add an officer exculpation provision approved by stockholders at the annual meeting (effective 2025-11-13).","evidence_excerpt":"On November 12, 2025, Viavi Solutions Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s existing Fourth Restated Certificate of Incorporation as disclosed in Item 5.07 below. The amendments provide for officer exculpation as permitted by the Delaware General Corporation Law, as further described in the Company's definitive proxy statement filed on October 3, 2025, under the heading “Proposal 5 - Approval of an Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision.” Subsequent to the approval, the Company filed on November 13, 2025, with the Secretary of the State of Delaware, an Amended and Restated Certificate of Incorporation, which became effective upon filing.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/912093/000162828025052859/0001628280-25-052859-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-11-13"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}