CIEN Ciena Corp - 8-K

ITEM 5.07 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Ciena Corporation ("Ciena") held its 2026 annual meeting of stockholders (the "Annual Meeting") on March 26, 2026. As of the January 27, 2026 record date, there were 141,463,456 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. The matters described below were voted on by stockholders at the Annual Meeting and the number of votes cast with respect to each matter, and with respect to the election of directors, were as indicated below:

Proposal 1 - Election of Directors

For

Against

Abstain

Non-Votes

Joanne B. Olsen

104,605,000

15,351,009

94,896

8,494,321

Mary G. Puma

114,242,082

5,745,697

63,126

8,494,321

Gary B. Smith

118,653,413

1,345,108

52,384

8,494,321

Each director nominee above was elected by the vote of the majority of the votes cast by stockholders in accordance with Ciena's bylaws. Each Class II director will serve a three-year term expiring at the 2029 annual meeting of stockholders, and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, or removal from the Board of Directors.

Proposal 2 - Ratification of Independent Auditors

For

Against

Abstain

Non-Votes

Ratification of the appointment of PricewaterhouseCoopers LLP as Ciena's independent registered public accounting firm for fiscal 2026:

123,082,607

5,389,750

72,869

( 0 )

Proposal 3 - Stockholder Advisory Vote

For

Against

Abstain

Non-Votes

A stockholder advisory vote on the named executive officer compensation described in the proxy materials:

114,515,974

5,360,579

174,352

8,494,321

Proposals 2 and 3 were each approved by the affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on these proposals, with abstentions having the same effect as a vote “AGAINST” and broker non-votes not counted as a vote either “FOR” or “AGAINST” and having no effect on the outcome of the vote.