false 0001633978 0001633978 2024-12-07 2024-12-07

 

 

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): December 7, 2024

 

 

Lumentum Holdings Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-36861   47-3108385

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

1001 Ridder Park Drive, San Jose, CA   95131
(Address of Principal Executive Offices)   (Zip Code)

(408) 546-5483

(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:

 

☐

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 of $0.001 per share   LITE   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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2024, the board of directors (the “Board”) of Lumentum Holdings Inc. (the “Company”) appointed Paul Lundstrom to serve as a member of the Board, effective immediately. Concurrent with his appointment to the Board, Mr. Lundstrom was also appointed to serve on the Audit Committee of the Board. Mr. Lundstrom will serve an initial term of office expiring at the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified. The Company announced Mr. Lundstrom’s appointment in a press release, which is attached as Exhibit 99.1.

Mr. Lundstrom, 49, has served as Chief Financial Officer at Copeland, a global leader in sustainable climate solutions, since August 2024. Prior to Copeland, from September 2020 until August 2024, he was the Chief Financial Officer of Flex Ltd., where he was a key member of the team that led the analysis, carve-out and IPO for Nextracker, and he served as a member of the Nextracker Board of Directors until 2024. Prior to Flex, Mr. Lundstrom served as the Chief Financial Officer for Aerojet Rocketdyne Holdings, Inc., a rocket, missile and energetics propulsion manufacturer, from November 2016 until September 2020. Mr. Lundstrom held a number of senior finance leadership roles while at United Technologies (now RTX Corporation) and prior to that he held finance roles at Carrier Corporation and Hamilton Sundstrand. Lundstrom holds a Bachelor of Science degree from Truman State University and a Master of Business Administration degree from Columbia University.

In accordance with the Company’s Outside Director Compensation Policy, the terms of which were described in the Company’s proxy statement for its 2024 annual meeting of stockholders, Mr. Lundstrom is entitled to cash and equity compensation for his service on the Board. Mr. Lundstrom will also enter into the Company’s standard form of indemnification agreement, which has been previously filed with the Securities and Exchange Commission.

There are no arrangements or understandings between Mr. Lundstrom and any other persons pursuant to which he was selected as a member of the Board. There are also no family relationships between Mr. Lundstrom and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 - Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit

 No. 

   

Description

99.1    Press release entitled “Lumentum Appoints New Board Member” dated December 12, 2024.
104    Cover Page Interactive Data File (formatted as Inline XBRL)

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.

 

    LUMENTUM HOLDINGS INC.
    By:  

/s/ Jae Kim

    Name:   Jae Kim
    Title:   Senior Vice President, General Counsel and Secretary
December 12, 2024      

Exhibit 99.1

Lumentum Appoints New Board Member

Paul Lundstrom Brings Wealth of Knowledge in Finance, Manufacturing, and Business Transformation

December 12, 2024

SAN JOSE, Calif., Dec. 12, 2024 /PRNewswire/ — Lumentum Holdings Inc. (“Lumentum”), a market-leading designer and manufacturer of innovative optical and photonic products for cloud, networking and industrial applications, today announced the appointment of Paul Lundstrom to the company’s Board of Directors, effective immediately. This election expands the membership to nine members, eight of whom are independent.

“I am excited to welcome Paul to the Lumentum Board,” said Penelope Herscher, Chair of Lumentum’s Board of Directors. “He brings a wealth of knowledge and expertise in corporate finance, manufacturing and business transformation. I am confident he will provide valuable insights as Lumentum executes its long-term strategy to grow its business and shareholder value.”

“Lumentum has significant opportunities for growth with its portfolio of foundational photonic technologies that underpin the explosive growth we are seeing in artificial intelligence and cloud infrastructure,” said Paul Lundstrom. “I look forward to working together with the senior leadership team and the rest of the Lumentum’s Board of Directors to capitalize on these compelling opportunities and to help build lasting value for shareholders.”

Lundstrom is currently Chief Financial Officer at Copeland, a global leader in sustainable climate solutions. Prior to Copeland, he was the Chief Financial Officer of Flex Ltd. (NASDAQ:FLEX), where he was a key member of the team that led the analysis, carve-out and IPO for Nextracker (NASDAQ: NXT), and served as a member of the Nextracker Board of Directors. Prior to Flex, Lundstrom served as the Chief Financial Officer for Aerojet Rocketdyne (previously NYSE:AJRD). Lundstrom has also held a number of senior finance leadership roles while at United Technologies (previously NYSE: UTX).

Lundstrom holds a Bachelor of Science degree from Truman State University and a Master of Business Administration degree from Columbia University.

About Lumentum

Lumentum (NASDAQ: LITE) is a market-leading designer and manufacturer of innovative optical and photonic products enabling cloud, optical networking, and laser applications worldwide. Lumentum optical components and subsystems are part of virtually every type of data center, telecom, and enterprise network. Lumentum lasers enable advanced manufacturing techniques and diverse applications including next-generation 3D sensing capabilities. Lumentum is headquartered in San Jose, California with R&D, manufacturing, and sales offices worldwide. For more information, visit www.lumentum.com and follow Lumentum on LinkedIn, Twitter, Facebook, Instagram, and YouTube.

Contact Information:

Investors:

Kathy Ta, 408-750-3853; investor.relations@lumentum.com

Media:

Noël Bilodeau, 408-439-2140; noel.bilodeau@lumentum.com

Category: Financial

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