8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2022

CALIX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34674	68-0438710
(State or other jurisdiction<br>of incorporation)	(Commission<br>File No.)	(I.R.S. Employer<br>Identification No.)
2777 Orchard Parkway, San Jose, California		95134
(Address of principal executive offices)		(Zip Code)		(408) 514-3000
---
(Registrant’s telephone number, including area code)		Not Applicable
---
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.025 per share	CALX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).  o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On August 19, 2022, the Board of Directors (“Board”) of Calix, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Rajatish Mukherjee to the Board as a Class II director, filling a vacancy in Class II directorship. Mr. Mukherjee was also appointed to the Cybersecurity Committee of the Board.

Pursuant to the Company’s director compensation policies, as a non-employee director, Mr. Mukherjee will receive (i) a $50,000 annual retainer for his service on the Board, plus additional amounts for service on committees, pro-rated for the remainder of 2022 and paid in quarterly installments, and (ii) upon his appointment, an automatic initial grant of 4,756 director stock options under the Company’s Amended and Restated 2019 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 2023 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 August 11, 2021, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 26, 2021; and (ii) the Company’s Non-Employee Director Equity Compensation Policy, as amended February 11, 2019, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 27, 2021.

In connection with Mr. Mukherjee’s election to the Board, the Company and Mr. Mukherjee 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 Mr. Mukherjee and any other persons pursuant to which Mr. Mukherjee was selected as a director, and Mr. Mukherjee has no reportable transactions under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release, dated August 22, 2022, announcing the appointment of Mr. Mukherjee is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release datedAugust22, 2022, announcingthe appointmentofRajatish Mukherjee.

SIGNATURE

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.

Date:	August 22, 2022	CALIX, INC.
		By:	/s/ Cory Sindelar
			Cory Sindelar
			Chief Financial Officer

4

Document

Exhibit 99.1

Raj Mukherjee, Leading Expert in Cloud Software Products That Drive Business Growth, Joins Calix Board of Directors

Raj Mukherjee brings more than 20 years of expertise in cloud software, top-tier talent acquisition, and small business solutions to the Calix board of directors, further positioning the company to help broadband providers simplify their businesses, excite subscribers, and grow value for their communities

SAN JOSE, CA – August 22, 2022 – Calix, Inc. (NYSE: CALX) today announced that leading technology product executive Raj Mukherjee has joined its board of directors to provide guidance to the industry-leading cloud and software company. Raj brings two decades of expertise in cloud software products that drive business growth. He will provide critical insights and counsel as Calix continues transforming the broadband industry with its award-winning product portfolio. As the newest member of the Calix board of directors, Raj will provide invaluable insights gained from a flourishing career helping small businesses adopt new technologies. With the addition of Raj, Calix is well positioned to continue its mission of helping broadband service providers (BSPs) of any size simplify their businesses, excite subscribers, and grow value to benefit their communities for generations.

Raj currently serves as the executive vice president and general manager, small business and international, at Indeed. Since 2016, Raj has led his teams to help shape the human resources technology company’s popular products. In his 20 years of leadership in product development and engineering, including his six-year tenure at Indeed, Raj gained exceptional insights into how to acquire and nurture top industry talent. As Calix continues setting consecutive quarterly hiring records, Raj’s prowess will support the company’s rapid growth and award-winning work-from-anywhere company culture.

“In an industry undergoing transformation, aided by billions of dollars in government funding and increasing subscriber expectations, Calix is leading a market disruption with its finger on the pulse of what BSPs need to be successful,” said Mukherjee. “Its prestigious cloud software product portfolio combined with visionary leadership paints a bright future for the company. As a mission-driven leader, I am very excited to join the Calix board. I look forward to supporting the organization’s mission to democratize access to broadband by enabling BSPs of any size to simplify their business, excite subscribers, and grow value.”

Raj has a proven track record of building and transforming world-class products and delivering outsized business results. Before joining Indeed, Raj was a senior vice president of product at GoDaddy Corp. for four years. Prior to that, he was a product manager for Google Inc. When working on Google’s G-Suite apps, he drove critical projects such as new onboarding experiences

that contributed significantly to overall revenue growth. Before Google, Raj worked at Microsoft, on Office 365 and Exchange Server, as a product manager from 2004-2011. He started his career at Williams Cos. as a systems analyst that built the first trading platform for electric power. Raj completed a Bachelor of Engineering degree at Jadavpur University and graduated with honors from Columbia Business School and Haas School of Business, UC Berkeley with an executive MBA.

“Raj’s deep experience and leadership at Indeed, GoDaddy, Google, and Microsoft make him the ideal addition to the Calix board,” said Carl Russo, Calix chief executive officer and board chairman. “His insights into attracting world-class talent and driving innovation through cloud-based solutions will be invaluable to the Calix team as we continue to transform our industry and the way that our customers create value for their communities.”

About Calix

Calix, Inc. (NYSE: CALX) – Calix cloud and software platforms enable service providers of all types and sizes to innovate and transform. Our customers utilize the real-time data and insights from Calix platforms to simplify their businesses and deliver experiences that excite their subscribers. The resulting growth in subscriber acquisition, loyalty, and revenue creates more value for their businesses and communities. This is the Calix mission: To enable broadband service providers of all sizes to simplify, excite, and grow.

This press release contains forward-looking statements that are based upon management’s current expectations and are inherently uncertain. Forward-looking statements are based upon information available to us as of the date of this release, and we assume no obligation to revise or update any such forward-looking statement to reflect any event or circumstance after the date of this release, except as required by law. Actual results and the timing of events could differ materially from current expectations based on risks and uncertainties affecting Calix’s business. The reader is cautioned not to rely on the forward-looking statements contained in this press release. Additional information on potential factors that could affect Calix’s results and other risks and uncertainties are detailed in its quarterly reports on Form 10-Q and Annual Report on Form 10-K filed with the SEC and available at www.sec.gov.

Press Inquiries:

Alison Crisci

919-353-4323

Alison.Crisci@calix.com

Investor Inquiries:

InvestorRelations@calix.com