Annual General Meeting Transcript - CIEN 2026-03-26

Speaker 1

Good afternoon. I'm Sheila Kosaraju, Senior Vice President, General Counsel, Assistant Secretary, and Acting Chief People Officer of Siena Corporation. On behalf of our Board of Directors and Management Team, I'd like to welcome you to Siena'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 statements, 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 Siena's business and key elements of our course. First, however, I'd like to introduce certain members of the Siena team who are here on the line with me today. Gary Smith, our President and CEO, and Greg Lant, our Vice President of Investor Relations. Representing PricewaterhouseCoopers and independent auditors is Eric Gilman. 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 his name. 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 1. The election of directors, including three nominees to serve as Class II directors, 2. For fiscal year 2026, and 3. On our named executive. Under our bylaws, additional director candidates and for proposing additional matters for consent to a vote, I have copies of the agenda and will 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 with any audio recording device. I've been advised that Ciena properly mailed its notice of internet availability of proxy materials on February 12, 2026 to stockholders as of a record date, January 27, 2026, and I've received an affidavit of distribution to that effect from our proxy distribution. According to a preliminary count conducted just prior to the meeting, approximately 128 28 million shares are represented at this meeting in person or by proxy. That represents approximately 91% of shares outstanding on their record date, which is sufficient for a quorum under our bylaws. At 3.04, a business is the... Today, we will be electing three Class 2 directors who will serve in office until the 2029 annual meeting or until their respective successors are elected and qualified. The board has nominated and recommends the election of Joanne V. Olsen, Mary G. Puma, and Gary V. Smith. Information about each of these individuals was included in your proxy materials, including descriptions of their business experience. As no other nominations were timely received, the nominations are closed. Is there a motion for a... I so 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 Siena's independent registered public accounting firm for Fiscal 2026. Is there a motion to that effect? I move that the appointment of PricewaterhouseCoopers advisory vote regarding our named executive. We encourage directors or executive officers in Fiscal 2025. Is there a motion regarding the advisory vote on our named executive? I so move for an advisory vote regarding the named Executive Office of Compensation described in this year's... ...if any stockholder would like to make a comment or ask a question regarding any of the three proposed questions through the web portal.

Speaker 4

Since there are no questions, we will proceed with the vote.

Speaker 1

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. Now that everyone has said that voting is at 3.07 p.m. Eastern Time on March 26, I'll ask the Inspector of Elections to please tally any additional ballots submitted and prepare his report. 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 HK to be followed with the SEC. In the meantime, it is now my pleasure to introduce Gary Smith, Vienna'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 statements that are based on our current to differ materially from the statements.

Speaker 3

This is a 2021.6, 12-month new data center out-of-band management of Ciena's leading-edge technology. 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-orientated and our strategy and the growth of the business really starts with our people. And we're very committed to the folks that work for Siena and the environment that we work in. And there was a lot of give back from the employees of Siena in terms of time and financial contribution back into the communities around the globe in which we have very, very strong momentum in the business and very good operating leverage moving forward in all domains. In terms of our leadership, we have number one global market share in connecting data centers. 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.

Speaker 4

And the company is an incredibly strong position moving forward.

Speaker 3

I'll turn the meeting back to Sheila to complete the business portion of today's.

Speaker 1

Thank you, Gary. Has the Inspector of Elections tallied all of the votes?

Jim Raitt, Analyst — Inspector of Elections, American Election Services

Yes, I have. I am pleased to report that a count with respect to the election of Siena's Class II Director nominees indicates that Joan B. Olson, Mary G. Puma, and Gary B. Smith each received the majority of the votes cast in accordance with Siena'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. And 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, And that is all for the preliminary report of the inspector.

Speaker 1

Thank you, Mr. Ray. Based on the votes, I declare that the three nominees have been duly elected as Class 2 directors. I also declare that the ratification of the appointment of PricewaterhouseCoopers has been approved. As the stay-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 Siena'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 Siena. There being no further business, the 2026 Annual Meeting of Stockholders of Siena Corporation is now adjourned.

Jim Raitt, Analyst — Inspector of Elections, American Election Services

The meeting has now concluded. Thank you for joining, and have a pleasant day.