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): ~~June~~July 1228, 2025

HARMONIC INC.

(Exact name of Registrant as specified in its charter)


Delaware	000-25826	77-0201147
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

2590 Orchard Parkway

San Jose, CA 95131

(Address of principal executive offices, including zip code)

(408) 542-2500

(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 ~~(see General Instruction A.2. below)~~:


☐			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(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HLIT	NASDAQ Global Select Market

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. ☐

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The~~On ~~Company~~July 28, ~~held its~~ 2025, ~~Annual~~Harmonic ~~Meeting~~Inc. of("Harmonic" ~~Stockholders~~or (the~~“2025~~ ~~Annual Meeting~~“Company”) atissued ~~9:00~~ a~~.m.~~ ~~Pacific~~press ~~Time~~release onregarding ~~Thursday,~~its ~~June~~preliminary ~~12,~~unaudited ~~2025.~~financial ~~The~~results ~~Annual~~for ~~Meeting was a virtual meeting held over~~ the ~~Internet~~quarter atended ~~www.virtualshareholdermeeting.com/HLIT2025. As of April 15~~June 27, 2025,. ~~the~~In ~~record date for~~ the ~~2025~~press ~~Annual Meeting~~release, ~~there~~Harmonic ~~were~~also ~~113,606,922~~announced ~~shares~~that ofit ~~common~~would ~~stock~~be ~~issued~~holding ~~and~~a ~~outstanding.~~conference Acall ~~quorum~~on ~~of 101~~July 28,~~434,698~~ ~~shares~~2025 ofto ~~common~~discuss ~~stock~~its ~~was~~financial ~~present~~results orfor ~~represented~~the atquarter ~~the~~ended June 27, 2025. ~~Annual~~A ~~Meeting.~~copy ~~All~~of ~~matters~~the ~~submitted~~press torelease ais ~~vote~~furnished ofas ~~the~~Exhibit ~~Company’s~~99.1 ~~stockholders~~hereto, atand the ~~2025~~information ~~Annual~~in ~~Meeting~~Exhibit ~~were approved~~99.1 ~~Those~~is ~~matters~~incorporated ~~were~~herein asby ~~follows:~~reference.

1The information in this Item 2.~~Stockholders~~02 ~~elected~~of ~~eight~~this (Current Report on Form 8)-K ~~directors~~and toExhibit ~~serve~~99.1 ~~until~~attached hereto is being furnished and shall not be deemed “filed” for the ~~earlier~~purposes of Section 18 of the ~~2026~~Securities ~~Annual~~Exchange ~~Meeting~~Act of ~~Stockholders~~1934, as amended (the “Exchange Act”), or ~~until~~otherwise ~~their~~subject ~~successors~~to ~~are~~the ~~elected~~liabilities of that Section, and ~~duly~~this ~~qualified~~Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act.

NAME	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
Nimrod Ben-Natan	84,662,414	781,050	55,152	15,936,082
Patrick Gallagher	81,714,796	3,724,042	59,778	15,936,082
Deborah L. Clifford	84,268,739	1,121,056	108,821	15,936,082
Stephanie Copeland	84,541,617	879,787	77,212	15,936,082
Dana Crandall	84,524,368	896,214	78,034	15,936,082
Neel Dev	84,053,087	1,367,949	77,580	15,936,082
David Krall	83,843,058	1,555,553	100,005	15,936,082
Dan Whalen	84,543,260	874,976	80,380	15,936,082


Item 9.01.			Financial Statements and Exhibits.

2(d)Exhibits.~~Stockholders approved, on an advisory basis, the compensation of the named executive officers.~~

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
ExhibitNumber	Description
81,432,964	3,900,975	164,677	15,936,082
99.1	Press release of Harmonic Inc. dated July 28, 2025, entitled "Harmonic Announces Second Quarter 2025 Results."
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

3.Stockholders approved an amendment to the Company's 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 500,000 shares.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
84,799,348						605,653						93,615						15,936,082

4.Stockholders approved the 2025 Equity Incentive Plan.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
83,036,476						2,355,193						106,947						15,936,082

5.Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.

FOR						AGAINST						ABSTAIN
100,985,561						267,435						181,702

SIGNATURES

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: June 17, 2025

HARMONIC INC.

Date: July 28, 2025

HARMONIC INC.

By:

/s/ ~~Timothy~~Walter ~~C. Chu~~Jankovic

Timothy C. Chu

Walter Jankovic

General Counsel, SVP HR and Corporate Secretary

Chief Financial Officer

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