Lumentum Holdings Inc. (LITE): CEO Michael Hurlston compensation terms

Events in this filing

Item 5.02 as filed

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2026, the Company entered into a reimbursement and indemnification agreement (a “Tax reimbursement agreement”) with the Company’s Chief Executive Officer, Michael Hurlston, pursuant to which, in connection with the Merger, (i) the Company and Mr. Hurlston will cooperate in good faith with respect to the implementation of strategies intended to mitigate the effects of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) in the event that the implementation of any such strategies results in excess incremental tax or other liabilities to Mr. Hurlston or excise tax under Section 4999 of the Code is still owed by Mr. Hurlston after the implementation of such strategies, the Company will provide Mr. Hurlston with a payment that would place Mr. Hurlston in the same after-tax position that he would have been in if the excise tax did not apply. The Tax reimbursement agreement will be null and void if the Merger Agreement is terminated for any reason prior to the Effective Time. The foregoing description of Mr. Hurlston’s Tax reimbursement agreement does not purpose to be complete and is qualified in its entirety by the text of the agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending November 5, 2026.
Also on November 1, 2026, the Lumentum Board approved the Company’s entry into a Tax reimbursement agreement with the Company’s other named executive officers, as may be necessary or advisable to mitigate the effects of Section 280G of the Code on such executives.