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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)On September 15, 2017, the Board of Directors (“Board”) of Calix, Inc. (the “Company”) appointed Kathleen Crusco to the Board as a Class II director, authorizing an increase in the number of directors from nine to ten.
Pursuant
to the Company’s director compensation policies, as a non-employee director, Ms. Crusco will receive (i) a $40,000 annual retainer for her service on the Board, pro-rated for the remainder of 2017 and paid in quarterly installments, and (ii) upon her appointment, an automatic initial grant of 26,936 restricted stock units under the Company’s 2010 Equity Incentive Award Plan that will vest in full on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the Company’s 2018 annual meeting of stockholders. The foregoing description is qualified in its entirety by reference to the text of (i) the
Company’s Non-Employee Director Cash Compensation Policy, as amended, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2017; and (ii) the Company’s Non-Employee Director Equity Compensation Policy, which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2017.
In connection with Ms. Crusco’s election to the Board, the Company
and Ms. Crusco will enter into the Company’s standard indemnification agreement, the form of which was filed with the SEC as Exhibit 10.5 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 8, 2010.
There is no arrangement or understanding between Ms. Crusco and any other persons pursuant to which Ms. Crusco was selected as a director, and Ms. Crusco has no reportable transactions under Item 404(a) of Regulation S-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.