Good afternoon. I'm Sheela Kosaraju, Senior Vice President, General Counsel, Assistant Secretary, and Acting Chief People Officer of Ciena Corporation. On behalf of our board of directors and management team, I'd like to welcome you to Ciena's 2026 Annual Meeting. Once again, we are hosting a completely virtual annual meeting with our stockholders participating exclusively via our web portal and by telephone. We believe that this approach provides expanded access, improves communication with stockholders, and yields cost savings. We continue to receive positive feedback from our stockholders as we adopt best practices and new technologies for our annual meeting, proxy statement, and related materials. We evaluate annually the method of holding the annual meeting, taking into consideration stockholder feedback as well as business and market conditions and the proposed agenda items. It is 3:01 P.M. Eastern Time, and I will now call this year's annual meeting to order.
In just a minute, we'll consider three proposals on the agenda for today's meeting. After reviewing these proposals, our President and CEO will briefly discuss the current state of Ciena's business and key elements of our corporate strategy. First, however, I'd like to introduce certain members of the Ciena team who are here on the line with me today. Gary Smith, our President and CEO, and Gregg Lampf, our Vice President of Investor Relations. Representing PricewaterhouseCoopers, our independent auditors, is Eric Gillman. Eric will be available during the question and answer session to respond to appropriate questions. Also on the line today is Jim Raitt from American Election Services, who has been appointed to act as Inspector of Elections. Jim has signed the required oath to faithfully and impartially execute his duties at this year's annual meeting.
The three items of business under consideration today are, one, the election of directors, including three nominees to serve as Class II directors. Two, the ratification of the appointment of PricewaterhouseCoopers LLP as Ciena's independent auditor for fiscal year 2026. Three, a stockholder advisory vote on our named executive officer compensation. Under our bylaws, the deadline for nominating additional director candidates and for proposing additional matters for consideration at this year's meeting has passed. As a result, these proposals will be the only items to be voted on at this year's annual meeting. Before proceeding to a vote, I'd like to address some procedural matters. Copies of the agenda and rules of conduct for today's meeting are available on our annual meeting web portal. After the formal business of today's meeting and Mr. Smith's presentation, we will provide an opportunity for stockholders to ask questions.
Only stockholders who have entered their control number will be able to ask questions via the web portal. Please note that this meeting is being recorded and will be available on our annual meeting web portal by 5:00 P.M. Eastern Time tomorrow. However, no one else attending today's meeting is permitted to use any audio recording device. I've been advised that Ciena properly mailed its notice of internet availability of proxy materials on February 12th 2026 to stockholders as of our record date, January 27th 2026, and I've received an affidavit of distribution to that effect from our proxy distribution agent. According to a preliminary count conducted just prior to the meeting, approximately 128 million shares are represented at this meeting in person or by proxy.
That represents approximately 91% of shares outstanding on the record date, which is sufficient for a quorum under our bylaws. This meeting is now duly convened for the purpose of transacting business. I will declare the polls open at 3:04 P.M. Eastern Time on March 26 2026. The first item of business is the election of directors. Today, we will be electing three Class II directors who will serve in office until 2029 annual meeting or until their respective successors are elected and qualified. The board has nominated and recommends the election of Joanne B. Olsen, Mary G. Puma, and Gary B. Smith as Class II directors. Information about each of these individuals was included in your proxy materials, including descriptions of their business experience and other qualities or characteristics considered by our board in nominating these individuals. As no other nominations were timely received, the nominations are closed. Is there a motion for election of these nominees?
I move for the election of the board's director nominees.
The second item of business is the ratification of the audit committee's appointment of PricewaterhouseCoopers to serve as Ciena's independent registered public accounting firm for fiscal 2026. Is there a motion to that effect?
I move that the appointment of PricewaterhouseCoopers be ratified.
The third and final item of business is our annual stockholder say on pay advisory vote regarding our named executive officer compensation. We encourage stockholders to read the compensation discussion and analysis and executive compensation table sections of our proxy statement. These sections provide a detailed discussion of our compensation programs and policies, the compensation governance measures used by our board of directors, and the compensation awarded to our executive officers in fiscal 2025. Is there a motion regarding the advisory vote on our named executive officer compensation?
I so move for an advisory vote regarding the named executive officer compensation described in this year's proxy materials.
At this time, if any stockholder would like to make a comment or ask a question regarding any of the three proposals, please submit your comment or question through the web portal. We'll pause now for any questions. Since there are no questions, we will proceed with the vote. I'll now ask that stockholders submit any final voting instructions via the annual meeting web portal. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Stockholders who have already sent in proxies or voted by telephone or the Internet and do not want to change their vote, do not need to take any further action. Sorry. One moment.
Now that everyone has an opportunity to vote, I declare that voting is complete and the polls are now closed at 3:07 P.M. Eastern Time on March 26 2026. I'll ask the Inspector of Elections to please tally any additional ballots submitted and prepare his report on the voting results. In a few minutes, we will receive the inspector's report on the preliminary voting results and complete the business of the annual meeting. A final tally of the votes at today's annual meeting will be recorded in a Form 8-K to be filed with the SEC within four business days. In the meantime, it is now my pleasure to introduce Gary Smith, Ciena's President and CEO, who will provide our stockholders with an update on the state of our business.
Before he proceeds, however, I want to remind you that during the course of today's presentation or in answers to questions raised by stockholders, we may make forward-looking statements regarding future events or the future performance of Ciena. Such statements are based on our current expectations, forecasts, and assumptions, and include risks and uncertainties that could cause actual results to differ materially from the statements discussed today. These statements should be viewed in the context of the risk factors detailed in Ciena's filing with the SEC, and in particular our 10-K for fiscal 2025 and our most recent 10-Q for the first quarter of fiscal 2026. We do not assume any obligation to update the information discussed in this presentation, whether as a result of new information, future events or otherwise. Gary.
Thank you, Sheela, and good afternoon, everybody. I appreciate the opportunity to chat with you this afternoon and give you an overview of Ciena's strategy and business. First off, let me sort of introduce the company to those who are not familiar with us. You know, Ciena is basically the global leader in high-speed connectivity. It really is the critical enabler of AI and AI infrastructure. It is a company that has achieved global scale, is vertically integrated and has a leading technology in this space. Highlights for 2025. Firstly, starting with innovation. Ciena was really the first to scale across applications pioneering that really connecting distributed AI training centers into clusters. It was the first and still the only company that had 1.6 Tb coherent technology in market, where we have at least a 12-month leadership.
We also launched our new data center out-of-band management, leveraging various of Ciena's leading-edge technologies. From a business point of view, we had a very strong year, and it's a strong business and financial model. We generated $665 million in free cash flow, and we're able to repurchase approximately 4 million shares. Additionally, the company has always been incredibly people-oriented, and our strategy and the growth of the business really starts with our people. We're very committed to the folks that work for Ciena and the environment that we work in. There was a lot of give back from the employees of Ciena in terms of time and financial contribution back into the communities around the globe in which Ciena operates.
From a financial performance perspective, we had a very good year in 2025, but just as importantly, we have very, very strong momentum in the business and very good operating leverage moving forward in all dimensions. Lastly, in terms of our leadership, we have number one global market share in connecting data centers worldwide. We also have number one market share with cloud providers worldwide, including number one in submarine cables worldwide. This platform of leadership reflects both the technology and the services and software and the solutions that we create across all of those platforms. The company is in incredibly strong position moving forward. With that, let me pause, and I'd be happy to answer questions that might be posted at this time. Since there are no questions, I will turn the meeting back to Sheela to complete the business portion of today's annual meeting. Sheela.
Thank you, Gary. Has the Inspector of Elections tallied all of the votes?
Yes, I have. I am pleased to report that a count with respect to the election of Ciena's Class II director nominees indicates that Joanne B. Olsen, Mary G. Puma, and Gary B. Smith each received the majority of the votes cast in accordance with Ciena's bylaws. With respect to the ratification of the appointment of PricewaterhouseCoopers, the count indicates that a proposal has been approved by a majority of the shares present and entitled to vote. Finally, I'm pleased to report that with respect to the advisory say on pay vote, the count indicates that a majority of the shares present and entitled to vote, approved by the named executive officer compensation as described in this year's proxy materials. That is all for the preliminary report of the inspector.
Thank you, Mr. Raitt. Based on the votes, I declare that the three nominees have been duly elected as Class II directors. I also declare that the ratification of the appointment of PricewaterhouseCoopers has been approved. As the say on pay matter is advisory in nature, it is not binding. However, the board of directors values stockholder opinion on this matter and will consider these voting results when determining named executive officer compensation matters in the future. With the business of this year's annual meeting complete, on behalf of Ciena's board of directors and management team, I'd like to express my sincere appreciation to the stockholders attending via the Internet or by telephone and those of you submitting proxies for today's meeting. Thank you for participating in our annual meeting and for your continued support of Ciena. There being no further business, the 2026 annual meeting of stockholders of Ciena Corporation is now adjourned. Thank you.
The meeting has now concluded. Thank you for joining, and have a pleasant day.