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



As indicated below, on November 16, 2022, the stockholders of Lumentum Holdings
Inc. (the "Company") approved amendments to the Amended and Restated 2015 Equity
Incentive Plan (the "2015 Plan") to (i) increase the number of shares of Common
Stock reserved for issuance by an additional 900,000 shares and (ii) expressly
state that the plan administrator may allow awards to continue to vest after the
termination of a participant's service (to permit the implementation of certain
protections for termination due to death, disability and retirement).

The Company's board of directors previously approved the amended 2015 Plan subject to stockholder approval. A detailed summary of the 2015 Plan is set forth in the Company's proxy statement for its 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on September 28, 2022. A copy of the 2015 Plan, as amended, is filed herewith as Exhibit 10.1.

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



On November 16, 2022, the Company held its 2022 Annual Meeting of Stockholders.
There were 68,166,213 shares issued, outstanding and entitled to vote at the
meeting as of the record date of September 21, 2022, of which 60,577,228 shares
were represented in person or by proxy at the meeting, constituting 88.9% of the
outstanding shares entitled to vote. The proposals considered at the meeting are
described in detail in the Company's 2022 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:

Name                                For:            Against:          Abstentions:         Broker Non-Votes:
Harold L. Covert                 53,825,349          263,865             45,858                6,442,156
Isaac H. Harris                  53,555,685          536,779             42,608                6,442,156
Penelope A. Herscher             50,293,475         3,498,701           342,896                6,442,156
Julia S. Johnson                 53,431,902          659,093             44,077                6,442,156
Brian J. Lillie                  53,038,566         1,052,878            43,628                6,442,156
Alan S. Lowe                     53,877,797          214,506             42,769                6,442,156
Ian S. Small                     53,528,486          563,274             43,312                6,442,156
Janet S. Wong                    53,690,641          402,346             42,085                6,442,156

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




       For:            Against:          Abstentions:         Broker Non-Votes:
    44,375,448         9,468,727           290,897                6,442,156

(iii) To approve the Amended and Restated 2015 Equity Incentive Plan:





       For:            Against:          Abstentions:         Broker Non-Votes:
    45,414,505         8,474,674           245,893                6,442,156

(iv) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the period ending July 1, 2023:




       For:            Against:         Abstentions:
    60,430,940          61,693             84,595




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Item 9.01. Financial Statements and Exhibits.



 Exhibit No.      Description

     10.1           2015 Equity Incentive Plan, as amended
     104          Cover Page Interactive Data File (formatted as Inline XBRL)

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