Document

UNITED STATES

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

Date of Report (Date of earliest event reported): August 5, 2020

INFINERA CORPORATION

(Exact name of registrant as specified in its charter)




Delaware	001-33486	77-0560433
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



140 Caspian Court
Sunnyvale,	California	94089
(Address of principal executive offices, including Zip Code)

(408) 572-5200

(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:



☐	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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	INFN	The Nasdaq 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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2020, Infinera Corporation (the “Company) announced that Thomas J. Fallon, the Company’s Chief Executive Officer (the “CEO”), will transition from his position as CEO and David W. Heard, the Company’s Chief Operating Officer, will transition into the position of CEO by the end of the year on a date yet to be determined.

The Company also announced that simultaneous with the Company’s CEO transition, Kambiz Y. Hooshmand will transition from his position as Chairman of the Company’s Board of Directors (the “Board”) and George Riedel, an existing member of the Board, will transition into the role of Chairman. Messrs. Fallon and Hooshmand will both remain members of the Board.

Mr. Heard, 52, has served as the Company’s Chief Operating Officer since October 2018. Prior to that, Mr. Heard served as the Company’s General Manager, Products and Solutions, since June 2017. Prior to joining the Company, Mr. Heard served as a private consultant from 2015 to June 2017. From 2010 to 2015, Mr. Heard served as President of Network and Service Enablement at JDS Uniphase. From 2007 to 2010, Mr. Heard served as Chief Operating Officer at BigBand Networks (now part of CommScope). From 2004 to 2006, Mr. Heard served as President and Chief Executive Officer at Somera (now part of Jabil). From 2003 to 2004, Mr. Heard served as President and General Manager Switching Division at Tekelec (now part of Oracle). From 1995 to 2003, Mr. Heard served in a number of leadership roles at Santera Systems Spatial Networks and at Lucent Technologies (both now part of Nokia). Mr. Heard holds an M.B.A. from the University of Dayton, an M.S. in management from the Stanford Graduate School of Business, where he was a Sloan Fellow, and a B.A. in production and operations management from Ohio State University.

There are no arrangements or understandings between Mr. Heard and any other persons pursuant to which Mr. Heard was appointed as Chief Operating Officer of the Company and is to be appointed as the Chief Executive Officer of the Company. There are no transactions in which Mr. Heard has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Heard does not have any family relationships with any of the Company’s directors or executive officers. Mr. Heard’s compensation as CEO has not yet been finalized.

Mr. Heard has previously entered into the Company's standard form change of control severance agreement and standard form indemnification agreement for executive officers.

A copy of the Company’s August 5, 2020 press release announcing the foregoing matters is furnished hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such a filing.



Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.



Exhibit No.		Description

99.1		Press release of Infinera Corporation dated August 5, 2020
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.




		INFINERA CORPORATION

Date: August 5, 2020	By:	/s/ NANCY ERBA
		Nancy Erba Chief Financial Officer

Exhibit 99.1

Infinera Corporation Announces CEO and Board Transition Plans

Sunnyvale, Calif., August 5, 2020 - Infinera Corporation (NASDAQ: INFN) today announced a succession plan to transition its leadership in the coming months.

Tom Fallon will be stepping down as Infinera’s CEO and David Heard, the Company’s Chief Operating Officer, will be succeeding him. This transition is expected to take place by the end of 2020 on a date to be determined. Mr. Fallon, in his 17^th year with Infinera and 11^th as CEO, will remain on the Board of Directors.

“I couldn’t be more pleased with the Board’s selection of David as Infinera’s next CEO and I have the utmost confidence in his ability to successfully lead the company in its next phase of growth,” said Mr. Fallon, Infinera CEO. “When David joined Infinera three years ago, our objective was to bring onboard a Chief Operating Officer who would be positioned to take over as CEO at the right time. David’s contributions since joining the company have been substantial, making us more scalable as he led us through a major acquisition, driving synergies through operational improvements, aligning our product and service portfolio and focusing our investments on the highest value areas for our customers and shareholders.”

Having served as Infinera’s COO since October 2018 and led a publicly traded company as CEO in the past, Mr. Heard has over 25 years of industry experience in executive leadership roles that span a wide breadth of technology companies, including JDS Uniphase, BigBand Networks (now part of CommScope), Somera (now part of Jabil), Tekelec (now part of Oracle), and Lucent Technologies (now part of Nokia). He holds an M.B.A. from the University of Dayton, an M.S. in management from the Stanford Graduate School of Business, where he was a Sloan Fellow, and a B.A. in production and operations management from Ohio State University.

In conjunction with this transition, Infinera is also announcing that Kambiz Hooshmand will be stepping down as Chairman of the Board on the same date as the CEO transition, while remaining on the Board. Mr. Hooshmand has served as Chairman since October 2010. George Riedel, a current member of the Board, will succeed Mr. Hooshmand as Chairman.

“Together with the entire Board, I want to thank Kambiz sincerely for his longstanding and dedicated commitment and service to Infinera,” said Tom Fallon. “We are very fortunate to have someone of George’s industry experience, knowledge and strategic leadership abilities step into the Chairman role and partner with David as he assumes the CEO mantle later this year. These succession changes have been thoughtfully planned and we anticipate a smooth transition. I am deeply appreciative of the opportunity to serve as CEO over the past decade and I look forward to helping Infinera in the next phase of our journey.”



Contacts:
Media: Anna Vue Tel. +1 (916) 595-8157 avue@infinera.com		Investors: Michael Bowen, ICR, Inc. Tel. +1 (203) 682-8299 Michael.Bowen@icrinc.com
		Marc P. Griffin, ICR, Inc. Tel. +1 (646) 277-1290 Marc.Griffin@icrinc.com

About Infinera

Infinera is a global supplier of innovative networking solutions that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. The Infinera end-to-end packet-optical portfolio delivers industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. To learn more about Infinera, visit www.infinera.com, follow us on Twitter @Infinera, and read Infinera's latest blog posts at www.infinera.com/blog.

Forward-Looking Statements

This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. Such forward-looking statements include, without limitation, expectations and outcomes related to Infinera’s leadership transition plans for its CEO and Chairman roles and statements related to Infinera’s future growth.

Forward-looking statements can also be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and "would” or similar words. These statements are based on information available to Infinera as of the date hereof and actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include, the effect of the COVID-19 pandemic on Infinera’s business, results of operations, financial condition, stock price and personnel; the effect of global and regional economic conditions on Infinera’s business, including effects on purchasing decisions by customers; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to make anticipated capital expenditures; Infinera's ability to service its debt obligations and pursue its strategic plan; delays in the development and introduction of new products or updates to existing products; market acceptance of Infinera’s end-to-end portfolio; Infinera's reliance on single and limited source suppliers; Infinera’s ability to successfully integrate its enterprise resource planning system and other management systems; the diversion of management time on issues related to the integration and the implementation of its enterprise resource planning system; fluctuations in demand, sales cycles and prices for products and services, including discounts given in response to competitive pricing pressures, as well as the timing of purchases by Infinera's key customers; the effect that changes in product pricing or mix, and/or increases in component costs could have on Infinera’s gross margin; Infinera’s ability to respond to rapid technological changes; aggressive business tactics by Infinera’s competitors; the effects of customer consolidation; the impacts of foreign currency fluctuations; Infinera’s ability to protect Infinera’s intellectual property; claims by others that Infinera infringes their intellectual property; war, terrorism, public health issues, natural disasters and other circumstances that could disrupt the supply, delivery or demand of Infinera's products; and other risks and uncertainties detailed in Infinera’s SEC filings from time to time. More information on potential factors that may impact Infinera’s business are set forth in its Annual Report on Form 10-K for the year ended on December 28, 2019 as filed with the SEC on March 4, 2020, and its Quarterly Report on Form 10-Q for the quarter ended March 28, 2020 as filed with the SEC on May 15, 2020, as well as subsequent reports filed with or furnished to the SEC from time to time. These reports are available on Infinera’s website at

www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

Cover	Aug. 05, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 05, 2020
Entity Registrant Name	INFINERA CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33486
Entity Tax Identification Number	77-0560433
Entity Address, Address Line One	140 Caspian Court
Entity Address, City or Town	Sunnyvale,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94089
City Area Code	408
Local Phone Number	572-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001138639
Amendment Flag	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	INFN
Security Exchange Name	NASDAQ