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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): February 20, 2025
  
HARMONIC INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware000-2582677-0201147
(State or other jurisdiction of
incorporation)		Commission
File Number		(IRS Employer
Identification No.)
2590 Orchard Parkway
San Jose, CA 95131
(Address of principal executive offices, including zip code)

(408) 542-2500
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareHLITThe 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory.
2025 Key Contributor Incentive Plans
On February 20, 2025, the Compensation Committee (the “Compensation Committee”) of the board of directors (the “Board”) of the Company, following a review of the Company’s executive compensation program in conjunction with its outside compensation consultant, approved the adoption of the Harmonic Inc. (i) 2025 Corporate Key Contributor Incentive Plan (the “Corporate Plan”), (ii) 2025 Broadband Key Contributor Incentive Plan (the “Broadband Plan”) and (iii) 2025 Video Key Contributor Incentive Plan (the “Video Plan” and, together with the Corporate Plan and the Broadband Plan, the “Plans”). The participants in the Plans include the following executive officers of the Company:

Name

Position

Plan
Target Bonus as % of Base Salary
Nimrod Ben-NatanPresident and Chief Executive OfficerCorporate100%
Walter JankovicChief Financial OfficerCorporate80%
Neven HaltmayerSenior Vice President and General Manager, Video BusinessVideo70%
Timothy ChuGeneral Counsel, SVP HR and SecretaryCorporate65%

The Broadband Plan is comprised of non-GAAP operating profit and bookings targets for the Company’s fiscal year 2025. The Video Plan is comprised of a non-GAAP operating profit target for fiscal year 2025. The Corporate Plan is comprised of a blend of the Broadband Plan and Video Plan.
For all Plans, a minimum threshold must be exceeded before any bonus payments will be made with respect to any Plan component, and in the event any targets are surpassed, a Plan participant may receive total bonus payouts of up to a maximum of 200% of the portion of such participant’s target bonus that is related to that metric.
Payment of any earned bonus amounts based on performance against targets will be made following the end of fiscal year 2025.
Participants in the Plans must remain employed through the date that any bonus amount is paid in order to qualify for the bonus payment. The Compensation Committee, in its sole discretion, retains the right to amend, supplement, supersede or cancel any Plan for any reason, and reserves the right to determine whether and when to pay out any bonus amounts, regardless of the achievement of the performance targets.





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.
 
Date: February 26, 2025  HARMONIC INC.
By:/s/ Timothy Chu
   Timothy Chu
   General Counsel, SVP HR and Corporate Secretary



v3.25.0.1
Document and Entity Information Document
Feb. 20, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 20, 2025
Entity Registrant Name HARMONIC INC.
Entity Incorporation, State or Country Code DE
Entity File Number 000-25826
Entity Tax Identification Number 77-0201147
Entity Address, Address Line One 2590 Orchard Parkway
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95131
City Area Code 408
Local Phone Number 542-2500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol HLIT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000851310
Harmonic (NASDAQ:HLIT)
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Harmonic (NASDAQ:HLIT)
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