Washington, D.C. 20549

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2024
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
File Number
(IRS Employer
Identification No.)
2590 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)

(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 (see General Instruction A.2. below):
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareHLITNASDAQ 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 5.07
Submission of Matters to a Vote of Security Holders.
The Company held its 2024 Annual Meeting of Stockholders (the“2024 Annual Meeting”) at 9:00 a.m. Pacific Time on Tuesday, June 11, 2024. The Annual Meeting was a virtual meeting held over the Internet at www.virtualshareholdermeeting.com/HLIT2024. As of April 15, 2024, the record date for the 2024 Annual Meeting, there were 111,955,920 shares of common stock issued and outstanding. A quorum of 103,441,247 shares of common stock was present or represented at the 2024 Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the 2024 Annual Meeting were approved. Those matters were as follows:
1.Stockholders elected seven (7) directors to serve until the earlier of the 2025 Annual Meeting of Stockholders or until their successors are elected and duly qualified.
Nimrod Ben-Natan87,918,1253,527,91956,27511,938,928
Patrick Gallagher 83,477,6587,951,90572,75611,938,928
Deborah L. Clifford87,973,0683,423,507105,74411,938,928
Stephanie Copeland88,287,6853,136,72977,90511,938,928
Dana Crandall88,384,6473,038,86178,81111,938,928
David Krall80,658,88110,712,543130,89511,938,928
Mitzi Reaugh
2.Stockholders approved, on an advisory basis, the compensation of the named executive officers.
85,821,200 5,510,385 170,734 11,938,928
3.Stockholders approved an amendment to the Company's 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 400,000 shares.
91,023,911 361,489 116,919 11,938,928
4.Stockholders approved an amendment to the Company's 1995 Stock Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 5,000,000 shares and (ii) extend the term of the 1995 Stock Plan to March 1, 2030.
87,988,038 3,396,110 118,171 11,938,928
5.Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31,2024.
103,106,909 183,495 150,843

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: June 13, 2024  HARMONIC INC.
By:/s/ Timothy C. Chu
   Timothy C. Chu
General Counsel, SVP HR and Corporate Secretary