Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As indicated below, onNovember 16, 2022 , the stockholders ofLumentum Holdings Inc. (the "Company") approved amendments to the Amended and Restated 2015 Equity Incentive Plan (the "2015 Plan") to (i) increase the number of shares of Common Stock reserved for issuance by an additional 900,000 shares and (ii) expressly state that the plan administrator may allow awards to continue to vest after the termination of a participant's service (to permit the implementation of certain protections for termination due to death, disability and retirement).
The Company's board of directors previously approved the amended 2015 Plan
subject to stockholder approval. A detailed summary of the 2015 Plan is set
forth in the Company's proxy statement for its 2022 Annual Meeting of
Stockholders filed with the
Item 5.07 - Submission of Matters to a Vote of Security Holders.
OnNovember 16, 2022 , the Company held its 2022 Annual Meeting of Stockholders. There were 68,166,213 shares issued, outstanding and entitled to vote at the meeting as of the record date ofSeptember 21, 2022 , of which 60,577,228 shares were represented in person or by proxy at the meeting, constituting 88.9% of the outstanding shares entitled to vote. The proposals considered at the meeting are described in detail in the Company's 2022 Proxy Statement. The proposals voted upon at the meeting and the vote with respect to each such matter are set forth below: (i) Election of Directors: Name For: Against: Abstentions: Broker Non-Votes: Harold L. Covert 53,825,349 263,865 45,858 6,442,156 Isaac H. Harris 53,555,685 536,779 42,608 6,442,156 Penelope A. Herscher 50,293,475 3,498,701 342,896 6,442,156 Julia S. Johnson 53,431,902 659,093 44,077 6,442,156 Brian J. Lillie 53,038,566 1,052,878 43,628 6,442,156 Alan S. Lowe 53,877,797 214,506 42,769 6,442,156 Ian S. Small 53,528,486 563,274 43,312 6,442,156 Janet S. Wong 53,690,641 402,346 42,085 6,442,156
(ii) To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers:
For: Against: Abstentions: Broker Non-Votes: 44,375,448 9,468,727 290,897 6,442,156
(iii) To approve the Amended and Restated 2015 Equity Incentive Plan:
For: Against: Abstentions: Broker Non-Votes: 45,414,505 8,474,674 245,893 6,442,156
(iv) To ratify the appointment of
For: Against: Abstentions: 60,430,940 61,693 84,595
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 10.1 2015 Equity Incentive Plan, as amended 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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