Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2011




(Exact name of Registrant as specified in its charter)




Delaware   001-34674   68-0438710

(State or other jurisdiction

of incorporation)



File No.)


(I.R.S. Employer

Identification No.)

1035 N. McDowell Boulevard, Petaluma, California   94954
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (707) 766-3000

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))




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

The Annual Meeting of Stockholders (the “Annual Meeting”) of Calix, Inc. (the “Company”) was held on May 25, 2011. At the Meeting, the stockholders voted on the following four proposals and cast their votes as follows:


Proposal 1: To elect two directors to hold office until the 2014 annual meeting of stockholders or until their successors are elected:



   For      Withheld      Broker Non-Votes  

Michael Matthews

     31,696,493         35,389         7,576,762   

Thomas Pardun

     31,239,363         492,519         7,576,762   


Proposal 2: To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission (“Say-on-Pay”):


For   Against   Abstained   Not-Voted
31,599,070   122,812   10,000   13,534,841


Proposal 3: To approve on a non-binding, advisory basis whether a Say-on-Pay vote should occur every one year, every two years or every three years:


One Year   Two Years   Three Years   Abstained   Not-Voted
31,245,104   4,103   472,973   9,702   13,534,841


Proposal 4: To ratify the selection, by the audit committee of the Company’s Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011:


For   Against   Abstained   Not-Voted
39,170,036   48,058   90,550   5,958,079


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.


Date: May 27, 2011     CALIX, INC.

/s/ Michael Ashby

      Michael Ashby