Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2020, the Board appointed Ms. Janet Wong to its Audit Committee, having previously determined that she satisfies the applicable requirements of the Securities and Exchange Commission and NASDAQ to serve on such committee.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

On November 19, 2020, the Company held its 2020 Annual Meeting of Stockholders. There were 75,461,873 shares issued, outstanding and eligible to vote at the meeting as of the record date of September 21, 2020, of which 67,945,499 shares were represented at the meeting, constituting 90.03% of the outstanding shares entitled to vote. The proposals considered at the meeting are described in detail in the Company's 2020 Proxy Statement. The proposals voted upon at the meeting and the vote with respect to each such matter are set forth below:



(i) Election of Directors:



                                                               Broker Non-
Name                      For:      Against:    Abstentions:     Votes:
Harold L. Covert       58,654,586    82,098        77,814       9,131,001
Penelope A. Herscher   55,363,989   3,374,333      76,176       9,131,001
Julia S. Johnson       57,695,846   1,038,240      80,412       9,131,001
Brian J. Lillie        58,260,001    477,148       77,349       9,131,001
Alan S. Lowe           58,671,438    67,126        75,934       9,131,001
Ian S. Small           58,640,004    96,378        78,116       9,131,001
Janet S. Wong          58,658,104    78,440        77,954       9,131,001

(ii) To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers:





       For:      Against:    Abstentions:   Broker Non-Votes:
    57,185,412   1,369,871     259,215          9,131,001

(iii) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the period ending July 3, 2021:





       For:      Against:   Abstentions:
    67,717,073   137,693       90,733

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                                   Signature

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/ Judy Hamel
Name:    Judy Hamel
Title:   Senior Vice President, General Counsel and Secretary

November 24, 2020

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