Ciena (NYSE:CIEN) stockholders elected directors, ratified the company’s auditor, and approved an advisory vote on executive compensation during the company’s 2026 annual meeting, which was held virtually on March 26, 2026.
Sheela Kosaraju, Ciena’s SVP, General Counsel, Assistant Secretary, and Acting Chief People Officer, opened the meeting and said the company again chose a fully virtual format. Kosaraju said management believes the approach “provides expanded access, improves communication with stockholders, and yields cost savings,” adding that the company continues to receive positive feedback as it adopts “best practices and new technologies” for the annual meeting and proxy materials.
Meeting format and voting items
- Election of three Class II directors
- Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026
- An advisory “say on pay” vote on named executive officer compensation
She noted that the deadline for nominating additional director candidates and proposing other matters had passed under the company’s bylaws, making these the only items up for a vote.
Kosaraju also reviewed logistical and procedural items, including that the meeting would be recorded and made available on the web portal by 5:00 p.m. Eastern Time the next day. She said the notice of internet availability of proxy materials was mailed on Feb. 12, 2026, to stockholders of record as of Jan. 27, 2026, and that a preliminary count indicated about 128 million shares were represented at the meeting in person or by proxy. That total represented approximately 91% of shares outstanding on the record date, which Kosaraju said was sufficient to establish a quorum.
Directors elected and auditor ratified
For the director election, the board nominated Joanne B. Olsen, Mary G. Puma, and Gary B. Smith to serve as Class II directors until the 2029 annual meeting or until successors are elected and qualified. Following the close of polls, Jim Raitt of American Election Services, appointed as Inspector of Elections, reported that each nominee “received the majority of the votes cast in accordance with Ciena’s bylaws.”
Raitt also reported that stockholders approved the ratification of PricewaterhouseCoopers as the company’s independent registered public accounting firm for fiscal 2026 by a majority of the shares present and entitled to vote.
Stockholders approve advisory say-on-pay vote
On the third proposal, Raitt said a majority of the shares present and entitled to vote approved the advisory resolution regarding named executive officer compensation described in the proxy materials. Kosaraju emphasized that the vote is non-binding, but said the board “values stockholder opinion on this matter and will consider these voting results when determining named executive officer compensation matters in the future.”
Kosaraju also told stockholders that final voting results would be included in a Form 8-K to be filed with the Securities and Exchange Commission within four business days.
CEO highlights strategy, innovation, and 2025 results
After the voting portion of the meeting, Gary Smith, Ciena’s President and CEO, provided a brief overview of the business and corporate strategy. Smith described Ciena as “the global leader in high-speed connectivity,” calling it “the critical enabler of AI and AI infrastructure.” He said the company has achieved “global scale,” is “vertically integrated,” and has “leading technology” in its market.
Reviewing fiscal 2025 highlights, Smith pointed to innovation and product leadership. He said Ciena was “the first to scale across applications,” including connecting “distributed AI training centers into clusters.” Smith also said Ciena was “the first and still the only company that had 1.6 Tb coherent technology in market,” which he said provides “at least a 12-month leadership.” He added that the company launched a “new data center out-of-band management” offering leveraging multiple Ciena technologies.
On financial and capital allocation items, Smith said Ciena generated $665 million in free cash flow in 2025 and repurchased approximately 4 million shares. He also emphasized operating momentum and leverage, stating that while 2025 was a strong year, the company also has “very, very strong momentum in the business and very good operating leverage moving forward in all dimensions.”
Smith highlighted market leadership claims, saying Ciena has the “number one global market share in connecting data centers worldwide,” as well as “number one market share with cloud providers worldwide,” including “number one in submarine cables worldwide.” He attributed that position to the company’s technology as well as “the services and software and the solutions” it provides across platforms.
Smith and Kosaraju both noted there were no stockholder questions during the meeting. After the inspector’s preliminary vote report, Kosaraju declared the director nominees elected and the other proposals approved, then adjourned the meeting.
About Ciena (NYSE:CIEN)
Ciena Corporation (NYSE: CIEN) is a global supplier of telecommunications networking equipment, software and services. The company develops high-capacity optical transport systems and packet-optical platforms that enable service providers, cloud operators and large enterprises to build, manage and scale their networks. Ciena’s product portfolio includes coherent optical solutions, packet networking platforms and a suite of network automation software designed to optimize bandwidth, reduce latency and simplify network operations.
In addition to hardware offerings, Ciena provides professional services and support, including network design, implementation and ongoing maintenance.
