UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 3, 2011
(Date of Earliest Event Reported)
(Date of Earliest Event Reported)
HARMONIC INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-25826 | 77-0201147 | ||
| (State or other jurisdiction of incorporation or organization) |
Commission File Number | (I.R.S. Employer Identification No.) |
| 4300 North First Street San Jose, CA 95134 (408) 542-2500 |
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
of registrant’s principal executive offices)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 3, 2011, the Compensation and Equity Ownership Committee (the “Compensation Committee”) of
the Board of Directors of Harmonic Inc. (the “Company”) approved the adoption of the Harmonic 2011
Executive and Key Contributor Bonus Plan (the “Plan”). The participants in the Plan include the
following named executive officers of the Company (the “Executive Officers”):
| Name | Position | |
| Patrick J. Harshman | President and Chief Executive Officer | |
| Carolyn V. Aver | Chief Financial Officer | |
| Charles J. Bonasera | Vice President, Operations | |
| Mark Carrington | Vice President, Worldwide Sales | |
| Neven Haltmayer | Vice President, Research and Development |
Under the Plan, payment of a bonus to each of the Executive Officers will be based on the Company’s
performance against revenue and non-GAAP operating income targets. A percentage of the target
bonus for each of the Executive Officers is split between each of the applicable components, with
the percentage being higher for the revenue component. A minimum threshold must be exceeded for
each component before any bonus payment will be made with respect to that component to any
Executive Officer, other than the Vice President, Worldwide Sales. In addition, operating income
must exceed a minimum threshold before any bonus payments are made with respect to the revenue
component to any Executive Officer, other than the Vice President, Worldwide Sales. In the event
that the target metrics are surpassed, each of the Executive Officers, other than the Vice
President, Worldwide Sales, may be awarded a bonus payment up to a maximum of 200% of such
participant’s target bonus payment.
The Vice President, Worldwide Sales will be entitled to receive a bonus under the Plan as follows:
(1) a substantial majority of his bonus will be based on the Company’s revenue; (2) the rate of his
bonus based on revenue differs below and above the target revenue amount, but the amount of his
bonus is 100% of his salary at the target revenue amount; and (3) a material portion of his target
bonus will be based on the Company achieving a non-GAAP income level above a threshold.
The target bonus of each executive officer is as follows:
| • | Patrick J. Harshman — 100% of base salary; |
| • | Carolyn V. Aver — 61.54% of base salary; |
| • | Charles J. Bonasera — 60% of base salary; |
| • | Mark Carrington— 100% of base salary; and |
| • | Neven Haltmayer — 60% of base salary. |
Participants in the Plan must remain employed through the date that a bonus is paid in order to
qualify for a bonus payment. The Compensation Committee, in its sole discretion, retains the right
to amend, supplement, supersede or cancel the Plan for any reason, and reserves the right to
determine whether and when to pay out any bonus amounts, regardless of the achievement of the
performance targets.
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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.
| HARMONIC INC. |
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Date:
|
March 9, 2011 | |||
By:
|
/s/Carolyn V. Aver |
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| Carolyn V. Aver Chief Financial Officer |
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