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$HLIT·8-K

HARMONIC INC. · Jun 5, 4:10 PM ET

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HARMONIC INC. 8-K

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Harmonic Inc. Reports 2026 Annual Meeting Results; Directors Re‑elected

What Happened
Harmonic Inc. (HLIT) filed an 8-K reporting the results of its 2026 Annual Meeting held virtually on June 4, 2026. As of the record date April 8, 2026 there were 108,477,403 shares outstanding and 94,717,006 shares were present or represented (quorum). All proposals presented to shareholders were approved, including the election of seven directors, an increase to the company’s 2025 Equity Incentive Plan, a say‑on‑pay advisory vote, a one‑year frequency for future advisory votes, and ratification of Ernst & Young LLP as the independent auditor for fiscal 2026.

Key Details

  • Record date and shares: 108,477,403 shares outstanding (record date April 8, 2026); 94,717,006 shares present or represented at the meeting.
  • Directors elected (votes FOR): Nimrod Ben‑Natan 79,947,905; Patrick Gallagher 78,278,942; Deborah L. Clifford 79,634,468; Stephanie Copeland 79,825,702; Dana Crandall 79,760,026; Neel Dev 79,920,042; David Krall 79,759,654. Broker non‑votes: 14,455,250.
  • Executive compensation (say‑on‑pay): Advisory approval — 77,824,399 FOR, 2,259,461 AGAINST, 177,896 ABSTAIN; broker non‑vote 14,455,250.
  • Advisory vote frequency: Shareholders chose a one‑year frequency — 75,781,101 for 1 year.
  • Equity plan amendment approved: Increased reserved shares under the 2025 Equity Incentive Plan by 3,000,000 shares — vote: 75,846,460 FOR, 4,020,318 AGAINST, 394,978 ABSTAIN; broker non‑vote 14,455,250.
  • Auditor ratified: Ernst & Young LLP reappointed for fiscal 2026 — 93,911,376 FOR, 216,061 AGAINST, 589,569 ABSTAIN.

Why It Matters
These outcomes confirm investor support for Harmonic’s current board and executive pay program, and clear shareholder approval for additional equity authorization (3 million shares), which could be used for future employee awards and affect share dilution. Ratification of Ernst & Young as auditor ensures continuity of external financial oversight for fiscal 2026. Investors tracking governance, potential dilution from equity awards, or management continuity should note these confirmed decisions.

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