Greetings, welcome to the Calix 2026 annual meeting of stockholders. It is my pleasure to introduce Cory Sindelar, Calix's Chief Financial Officer, who will preside as chair of the meeting, and Doug McNitt, Calix's General Counsel, who will act as secretary of the meeting. I will now turn the meeting over to Cory. You may begin.
Greetings. Calix is pleased to conduct our annual meeting of stockholders once again as a virtual meeting, and we thank you for joining us. While we will not make a formal company presentation, we will leave time during the meeting for questions on any of the proposals. Also present at the meeting today from Calix are Carl Russo, Calix's Chairman of the Board, Kevin Peters, Calix's Lead Independent Director, Michael Weening, Calix's President and Chief Executive Officer, the three director nominees for election today, Kathy Crusco, in addition to Carl and Michael, and our remaining board members, Mike Berry, Chris Bowick, Kira Makagon, Raj Mukherjee, and Wade Oosterman. In addition, Nate Evans, partner with KPMG LLP, Calix's independent registered public accounting firm is present for any questions.
This meeting is being conducted in accordance with Calix's bylaws and the rules of conduct and procedures for this meeting, a copy of which is available on the web portal. These rules of conduct are applied uniformly to all participants and are intended solely to ensure a fair, orderly, and efficient meeting. As chair, I have authority to manage the order of business, rule on the admissibility of questions, and maintain orderly conduct so the meeting may proceed efficiently. All Calix stockholders of record at the close of business on March 17th, 2026 are entitled to vote at this meeting and submit questions that relate to matters properly before the meeting. However, questions that are out of order, repetitive, or otherwise inconsistent with the rules of conduct will not be addressed. We will now proceed with the official business.
We have appointed Beth VanDerbeck of The Carideo Group to act as Inspector of Election. Ms. VanDerbeck has taken the customary oath of office and has delivered an affidavit of distribution establishing that notice of this meeting was properly given. The Inspector of Election has examined the proxies received and reports that the holders of a majority of Calix's common stock shares outstanding as of March 17th, 2026 are represented at the meeting. Therefore, a quorum is present. We may proceed. I will now introduce the five proposals to be voted on today, which are described in more detail in our proxy statement. As a reminder, you may view our proxy statement along with our annual report on Form 10-K via the Materials button on the lower right portion of your screen.
After the proposals to be voted on today have been presented, I will invite questions on any of these proposals, which you may submit to us online via the Q&A button in the lower right portion of your screen. After the proposals have been presented and the questions, if any, addressed, I will open the poll for voting on all pending proposals. If you have previously voted by proxy, you do not need to vote today unless you wish to change your vote. The first proposal is the election of three Class one D irectors to hold office until our 2029 annual meeting of stockholders or until their successors are elected and qualified. The Calix Board of Directors recommends for the election of each of Kathleen Crusco, Carl Russo, and Michael Weening. No other director nominations were received, and the nominations are therefore closed.
The second proposal is the approval of 672,300 shares of common stock reserved for issuance for the matching component of our stock purchase and matching plan, which constitutes an amendment and a restatement of our stock purchase and matching plans. The board of directors recommends for approval of this proposal. The third proposal is approval on a non-binding advisory basis the compensation of Calix's named executive officers as disclosed in our proxy statement. The board of directors recommends for approval of this proposal. The fourth proposal is ratification of the selection of KPMG LLP as Calix's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board of directors recommends for ratification of this selection.
The fifth proposal is a non-binding advisory vote on a stockholder proposal relating to a simple majority vote and was submitted by John Chevedden, a stockholder. As provided in the rules of conduct, Mr. Chevedden or his representative will have three minutes to introduce the proposal as set forth in the proxy materials. Mr. Chevedden, your time will begin once you start speaking.
Hello, this is John Chevedden. Proposal five, governed by majority vote. Shareholders request the board of directors take each steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against proposals or a simple majority. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. The super majority voting requirements like those of Calix have been found to be one of six entrenching mechanisms that are negatively related to company performance according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School. Super majority requirements can be used to block proposals supported by most shareholders but opposed by management.
Unfortunately, Calix delayed for one year the opportunity for its shareholders to vote on this highly supported shareholder proposal topic. Calix is believed to have used dishonest means to cause the one-year delay. This proposal topic won from 74%-88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy and Macy's. These votes would have been higher than 74%-88% if more shareholders had access to independent proxy voting advice. This proposal also received 98% support at the annual meetings of Domino's Pizza, FMC Corporation, ConocoPhillips, Masco Corporation, and Power Integrations. The Calix response to this proposal is to make an appeal to shareholder complacency. Calix suggests that a shareholder should not be interested in improving their rights as shareholders and just be content that Calix has some of the unremarkable governance practices that a number of average performing companies have.
Please vote yes. Never mind majority vote proposal five.
Thank you, Mr. Chevedden. That concludes the presentation of the stockholder proposal. That also completes the presentation of the proposals to be voted on today, which are described in more detail in our proxy statement. Voting on these proposals is now open. If you previously voted by proxy, you need not vote today unless you wish to change your vote. If you wish to change your vote or vote today, you may do so on the meeting tab, the meeting webpage tab by clicking Voting button on the lower right portion of your screen. I will now pause for a few moments for those of you who are voting online today to complete the voting process. The polls are now closing. Please complete any remaining votes at this time. It is now 10:54 A.M. Pacific Time. The polls are now closed.
Voting on the proposal set forth on the notice of annual meeting is concluded. This concludes the formal business of the meeting, and the inspector of election will tabulate the votes. Will the secretary please report the results of voting?
We have been informed by the Inspector of Election that the results of the voting are as follows: Messrs. Russo and Weening and Ms. Crusco are each elected as Class one directors to serve until our annual meeting of stockholders in 2029, until their successors are elected and qualified. The increase of 672,300 shares of common stock reserved for the issuance for the matching component of our stock purchase and matching plan is approved. The compensation of Calix's named executive officers, as disclosed in our proxy statement, is approved on a non-binding advisory basis. The selection of KPMG LLP as Calix's independent registered public accounting firm for the year ending December 31st, 2026, is ratified. The stockholder approval is approved. The Inspector of Election will make a final report that will be included as part of the minutes of this meeting.
Final voting results will be published by Calix in a report on Form 8-K, which will be filed with the Securities and Exchange Commission.
Thank you, Doug. This concludes the formal portion of the meeting. The meeting is now adjourned. If you have any questions, I invite you to submit them at this time. As a reminder, questions may not revisit matters already presented. I will pause for a moment to allow the formal transmit of questions. Seeing no questions, I thank you for attending this meeting and for your ongoing support of Calix.
Thank you, everyone. This concludes the Calix 2026 annual meeting of stockholders.