Business Context and Reporting Period
This Form 8-K Current Report was filed by CALIX, INC. on September 27, 2012. The report discloses a corporate governance event: the election of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
On September 27, 2012, the Board of Directors elected Kevin DeNuccio as a Class I member of the Board, filling an existing vacancy. Mr. DeNuccio was simultaneously appointed to the Compensation Committee, effective immediately. The filing confirms there are no related party transactions involving Mr. DeNuccio reportable under Item 404(a) of Regulation S-K.
Compensation and Governance Details
Mr. DeNuccio's compensation package includes:
- Cash Retainer: An annual cash retainer of $47,500, prorated for the remaining portion of 2012.
- Initial Equity Grant: Restricted stock units (RSUs) valued at $200,000 divided by the closing stock price on the commencement date. These vest one-third annually over three years.
- Annual Equity Grant: Future annual RSUs valued at $100,000 divided by the closing stock price on the date of the annual meeting, vesting 100% the day before the following year's meeting.
- Indemnification: A standard indemnification agreement was executed in connection with his election.
Investor Verification Checklist
- Verify the closing stock price of CALIX, INC. on September 27, 2012, to calculate the exact number of initial RSUs granted.
- Review the Company's Non-Employee Director Equity Compensation Policy (referenced in the 10-Q filed August 7, 2012) for full vesting terms.
- Confirm the press release dated October 1, 2012 (Exhibit 99.1) for any additional public commentary on the appointment.