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2016 Annual Meeting Proxy Statement & Annual Report

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2016 Annual Meeting Proxy Statement & Annual Report 2016 Annual Meeting Proxy Statement & Annual Report Fellow Calix Stockholders: 2015 marked a significant year for Calix. In spite of capital spending decreases by a number of our customers, overall revenues increased just under 2% compared to 2014 and marked the third straight year of positive revenue growth. Our 1,300+ customers continued to invest in broadband access networks across the globe with a focus both on fiber as well as on enhanced copper technologies to deliver a superior broadband experience for their customers and to win market share from competitors. Highlights of the year include our strong sequential growth in both the second and third fiscal quarters and our achievement of record non-GAAP gross margins of 49.0% for the fiscal year 2015, as our customers continue to value our vision of a Unified Access Architecture from the data center all the way to owning the subscriber experience. We also focused in 2015 on pro- actively investing in new technologies, systems and people, resulting in an unprecedented number of new product and feature introductions, which we believe will accelerate our growth rate in 2016 and beyond. We ended 2015 with a solid, debt-free balance sheet. As such, in April 2015, based on our view the market was undervaluing Calix shares, our Board of Directors authorized the repurchase of up to $40 million of our common shares. During 2015, we repurchased 3.5 million shares using $27.2 million at an average price paid of $7.68 per share. Our growth-oriented investments in 2015 resulted in the largest number of new platform, systems and software launches in the company’s history including: AXOS, the industry’s first software defined access platform enabling our customers to change the access infrastructure into a DevOps environment, which enables a fast, always-on and simple access infrastructure network. The E3-8G, a node-based, environmentally hardened, optical line terminal (OLT) optimized to allow cable operators to cost-effectively deliver symmetrical gigabit services today. The E3-16F Sealed Access Node and the E5-16F Access Node deliver industry-leading G.fast innovations to MDUs and DPU locations. At the Broadband World Forum in October, Calix delivered live demonstrations of G.fast bonding technology delivering broadband speeds in excess of 1 gigabit per second (1 Gbps) over existing copper infrastructure at up to approximately 250 meters. The debut of breakthrough VDSL2 system level vectoring (SLV) solutions on the Calix E7-2 modular access systems that deliver up to 96 vectored ports without the economic and operational burden of a dedicated vectoring control processor card (VCP). Enhancements to the E-Series portfolio that introduce both increased systems capacity and NG-PON2 support. By adding 10 gigabit per second (10 Gbps) time and wavelength division multiplexed (TWDM) channels to both fixed and tunable wavelengths, NGPON2 represents a breakthrough in access technology. And with this, Calix is paving the way for service providers to leverage next generation fiber solutions in a Unified Access Infrastructure that redefines the broadband experience. Enhancements to the E5-308 and E5-520 Ethernet Service Access Nodes (ESANs) - two fixed form factor expansions to the E-Series line of access platforms and nodes that enable faster time-to-revenue from anywhere in the network for advanced business and mobile backhaul services. Enhancements to the GigaFamily with the introduction of the 844E, the 844F and the 856G GigaCenters. The 844E is a powerful, Ethernet WAN service delivery center compatible with Calix ONTs deployed on B6 GPON/Active Ethernet, C7 GPON, E7 GPON/Active Ethernet and BLM GPON. The 844F is a powerful, G.fast service delivery center compatible with Calix E3-16F/E5-16F Access Nodes and industry standard G.fast solutions. The 856G supports MoCA 2.0. All of these new products support a variety of services and resident/cloud-based applications, and Carrier Class Wi-Fi. Introduction of Service Verify to our Compass family of SaaS-based software solutions, allowing service providers to stay one step ahead of their subscribers through proactive monitoring, management, and marketing of service level agreement (SLA) contracts and performance. We also strengthened our management team with the additions of Diane Prins Sheldahl as Senior Vice President, Talent and Culture, Suzanne Tom as Vice President, General Counsel and Shane Eleniak as Vice President, Product Line Leadership. Diane joins us from SpaceX, Suzanne joins us from Verifone and Shane joins us from Commscope. I want to thank you – our customers, suppliers, employees, and fellow Calix shareholders – for your continued support. We made significant investments in people, systems and platforms over the past several years, which culminated in 2015 with the largest number of new platform, systems and software launches in our company’s history. These launches position us to continue to serve our existing customer base as well as position Calix to win share in previously underserved large, global customers – thereby setting the stage for a reacceleration in our revenue growth rate in 2016 and beyond. Sincerely, Carl Russo President and CEO Calix, Inc. Note: The above includes forward-looking statements, including expectations of future growth. Please refer to the Section entitled SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS in our Annual Report on Form 10-K for a discussion of forward-looking statements and the risk factors that may impact our future results. We also make reference to Non-GAAP measures in the above letter. A reconciliation of the Non-GAAP to GAAP measures is available in Appendix A to our 2016 Proxy Statement. CALIX, INC. 1035 N. McDowell Boulevard Petaluma, California 94954 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2016 To the Stockholders of Calix, Inc.: The Annual Meeting of Stockholders (“Annual Meeting”) of Calix, Inc. (“Calix”), will be held virtually, via live webcast at http:// www.virtualshareholdermeeting.com/CALX16, on May 18, 2016, at 9:00 a.m. Pacific Daylight Time. The meeting will be online only, and will be held for the following purposes: 1. To elect two directors to the Calix Board of Directors (“Board”); 2. To approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”); 3. To ratify the selection of KPMG LLP as Calix’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and 4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The above items of business are more fully described in the Proxy Statement. Only stockholders who owned Calix common stock at the close of business on March 22, 2016 can vote at this meeting or any adjournments that take place. We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials, unless they specifically request them. We will send a Notice of Internet Availability of Proxy Materials (“Notice”) on or about April 5, 2016 to our stockholders of record as of the close of business on March 22, 2016. We are also providing access to our proxy materials over the Internet beginning on or about April 5, 2016. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs, and will reduce the environmental impact of the proxy materials. The Notice contains instructions for accessing the proxy materials, including the Proxy Statement and our annual report, and provides information on how stockholders may obtain paper copies free of charge. The Notice also provides: the date and time of the virtual Annual Meeting; the matters to be acted upon at the meeting and the Board’s recommendation with regard to each matter; and information on how to attend the virtual meeting and vote online. You are cordially invited to attend the virtual Annual Meeting online, but whether or not you expect to attend, to ensure that your vote is recorded, you should vote and submit your proxy over the Internet following the voting procedures described in the Notice. In addition, you can vote and submit your proxy online, or (if you have requested and received paper copies of proxy materials) over the phone or by signing, dating and returning by mail the proxy card sent to you. By Order of the Board of Directors /s/ William J. Atkins William J. Atkins Executive Vice President, Chief Financial Officer Petaluma, California April 5, 2016 [This page intentionally left blank] PROXY STATEMENT FOR 2016 ANNUAL MEETING OF STOCKHOLDERS TABLE OF CONTENTS IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 18, 2016 2 QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING 3 PROPOSAL NO. 1 - ELECTION OF DIRECTORS 6 Nominees for Election to a Three-Year Term Expiring at the 2019 Annual Meeting of Stockholders 7 Directors Continuing in Office Until the 2017 Annual Meeting of Stockholders 7 Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders 8 Executive Officers 9 Independence of the Board 9 PROPOSAL NO. 2 - APPROVAL ON A NON-BINDING, ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”) 10 PROPOSAL NO. 3 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 11 Principal Accountant Fees and Services 11 Pre-Approval Policies and
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