HARMONIC INC. 8-K

What Happened
Harmonic Inc. (HLIT) filed an 8-K on Feb. 9, 2026 reporting that on Feb. 3, 2026 its Compensation Committee adopted a Harmonic 2026 Key Contributor Incentive Plan (the “Bonus Plan”), approved base salary increases effective July 1, 2026 for three named executives, amended and restated change-of-control severance agreements for those executives, and approved accelerated vesting for time-based RSUs held by Neven Haltmayer in connection with the pending sale of Harmonic’s Video Business. The Bonus Plan ties fiscal 2026 payouts to non-GAAP operating profit and bookings, with minimum thresholds and potential payouts up to 200% of metric-related target amounts; any earned bonus will be paid after fiscal year 2026 ends.

Key Details

• Bonus Plan participants: Nimrod Ben-Natan (President & CEO), Walter Jankovic (CFO), Timothy Chu (General Counsel, SVP HR & Corp. Secretary). Payouts conditioned on remaining employed through payment date; Compensation Committee can amend or cancel plan.
• Base salary changes (effective July 1, 2026): Ben-Natan $618,000 → $750,000 (target bonus 100%); Jankovic $489,250 → $503,928 (target bonus 80%); Chu $426,420 → $439,213 (target bonus 65%).
• Change-of-control severance (if involuntary termination on or within 18 months after a change of control): lump-sum cash = 100% of prior 12‑month base salary (200% for Ben-Natan); lump-sum bonus = greater of 100% (200% for Ben-Natan) of then-annual target bonus or average of actual bonus for the prior two years; continued health/dental (and, for non-CEO execs if available, life insurance) for up to one year (18 months for Ben-Natan); 100% acceleration of unvested equity; $5,000 outplacement payment.
• Involuntary termination outside a change-of-control period: lump-sum cash = 100% of prior 12‑month base salary (150% for Ben-Natan); company-paid health/dental continuation (and life insurance if available for non-CEO execs) for up to one year (18 months for Ben-Natan).
• RSU vesting: time-based restricted stock units held by Neven Haltmayer will vest upon completion of the Video Business sale, subject to his continued employment through the sale closing.

Why It Matters
These actions increase near-term fixed compensation for top executives and create larger potential cash and equity payouts in the event of a change of control or certain terminations. For investors, that means the company has strengthened retention and severance protections for key leaders (which can affect governance and potential costs), and the pending sale of the Video Business could accelerate equity expense through RSU vesting. The filing also shows the company’s use of performance-based non-GAAP targets for 2026 bonus payouts and retains the Compensation Committee’s discretion over final bonus payments.