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.

 •  10/3/2025 Letter Continued (Full PDF)
 •  9/27/2024 VIAV Stockholder Letter
 •  More "Electronic Equipment & Products" Category Stockholder Letters
 •  VIAV Benford's Law Stock Score = 76

VIAV Shareholder/Stockholder Letter Transcript:

Notice of 2025
Virtual Annual Meeting
of Stockholders
and Proxy Statement
Viavi Solutions Inc.
November 12, 2025, at
10:00 a.m. Mountain Time

1445 South Spectrum Blvd, Suite 102
Chandler, Arizona 85286
(408) 404-3600
Fiscal Year 2025 (   FY25   ) 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 94 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 12, 2025: The Notice of
Annual Meeting, Proxy Statement and the Annual Report on Form 10-K for the fiscal
year ended June 28, 2025, 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 2025 Annual
Meeting of Stockholders, which will be held virtually on
November 12, 2025, at 10:00 a.m. Mountain Time. As we
approach the 2025 Annual Meeting, I would like to share
with you some of our business and financial results from
FY25 as well as recent stockholder engagement efforts and
responsible business initiatives.
Business and Financial Results
FY25 marked a return to growth for VIAVI. This
performance was fueled by diversification into the data
center ecosystem and aerospace and defense markets,
alongside stabilization and early signs of recovery in our
traditional businesses. Demand for lab, production, and
field products was particularly strong in the Network and
Service Enablement segment, while wireless and cable
products remained pressured by the lack of major network
upgrades among leading service providers. Our aerospace
and defense business delivered solid results, driven by
positioning, navigation and timing products, and our
anticounterfeiting business returned to a more balanced
state following a period of inventory consumption.
During FY25, we prioritized our capital allocation towards
M&A activities with the acquisition of Inertial Labs and the
pending acquisition of Spirent Communications plc   s HighSpeed Ethernet and Network Security Testing businesses.
We also repurchased approximately 2 million shares of our
common stock for about $16.4 million.
We expect our diversification strategy to be a growth driver
for fiscal year 2026 (   FY26   ), driven by continued strong
demand from the data center ecosystem and aerospace
and defense customers, with some expected recovery in
our traditional end markets. 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.
ongoing alignment of our responsible business practices
with our business strategy. The Sustainability Executive
Steering Committee exercised oversight with respect to our
responsible business and sustainability programs,
investments and goals and worked to balance the nearterm needs of the business and our sustainability priorities.
FY25 Virtual Annual Meeting
We have designed the virtual 2025 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
2025 Annual Meeting of Stockholders and Proxy Statement.
Whether or not you plan to attend the meeting, please vote
as your vote is important.
Masood A. Jabbar, who has served on VIAVI   s Board since
2006, expressed a desire not to be renominated, and was
not renominated as a result. The Board is grateful to Mr.
Jabbar for his dedication, many years of service, and
contributions as a director of our Company.
On behalf of the Board of Directors, we would like to
express our appreciation for your continued support of
VIAVI.
Sincerely,
Oleg Khaykin
President and Chief Executive Officer
October 3, 2025
Stockholder Engagement
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 FY25,
we engaged with stockholders representing approximately
45% of our outstanding shares, who generally did not raise
any significant concerns regarding our business. We will
continue to seek out and consider stockholder feedback in
the future.
Responsible Business Initiatives
In light of the challenging macroeconomic environment over
the past several years, we continued to focus on ensuring
Richard E. Belluzzo
Chair of the Board
October 3, 2025

Table of Contents
Notice of Annual Meeting
VIAVI at a Glance
Fiscal Year 2025 Financial Performance
Compensation Discussion and Analysis
Highlights
Corporate Governance
Corporate Governance Highlights
Board Leadership
Director Independence
Board Composition and Experience
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 and Refreshment
Majority Voting and Director Resignation and
Retirement Policy
Director Onboarding and Continuing Education
Communication between Stockholders and
Directors
Code of Business Conduct
Insider Trading Policy
Management Succession Planning
Stockholder Engagement
Responsible Business Initiatives
Proposal 1 Election of Directors
Our Director Nominees
Qualifications, Attributes, Skills and Experience
of our Director Nominees
Director Nominee Biographies
Director Compensation
Proposal 2 Ratification of Independent
Auditors
Audit Committee Report
Executive Officers
Proposal 3 Advisory Vote on Executive
Compensation
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Proposal 4
Amendment and Restatement Of
2003 Equity Incentive Plan
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Proposal 5
Approval of an Amended and
Restated Certificate of
Incorporation to Include an
Officer Exculpation Provision
54
A Message from the Chair of the Compensation
Committee of the Board of Directors
Compensation Discussion and Analysis
Executive Summary
Our Executive Compensation Program
2024 Say-on-Pay Advisory Vote
CEO Compensation and Performance Alignment
Compensation Philosophy
Compensation Governance Highlights
FY25 Target Compensation
FY25 Executive Compensation Overview
Elements of FY25 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
Appendix B Amended and Restated 2003
Equity Incentive Plan
Appendix C Amended and Restated Certificate
of Incorporation
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VIAVI Solutions Inc. | FY 2025 Notice of Annual Meeting & Proxy Statement | i



 10/3/2025 Letter Continued (Full PDF)