Item 2.02 Results of Operations and Financial Condition.



On January 27, 2021, the Company issued a press release announcing it has
publicly disseminated a stockholder letter with its financial results for the
fourth quarter ended December 31, 2020. The press release is attached hereto as
Exhibit 99.1. The stockholder letter, a copy of which is attached hereto as
Exhibit 99.2 and incorporated herein by reference, includes reference to the
non-GAAP measures of non-GAAP gross margin, non-GAAP operating expenses,
non-GAAP net income (loss), non-GAAP net income per diluted common share and
non-GAAP free cash flow. These non-GAAP measures are provided to enhance the
reader's understanding of the Company's operating performance as they primarily
exclude restructuring charges, non-cash charges for stock-based compensation,
component inventory accrual associated with our reduction and consolidation of
legacy product lines, intangible asset amortization, U.S. tariff and
tariff-related costs and loss on asset retirement, which the Company believes
are not indicative of its core operating results. Management believes that the
non-GAAP measures used in this stockholder letter provide investors with
important perspectives into the Company's ongoing business performance and
management uses these non-GAAP measures to evaluate financial results and to
establish operational goals. The presentation of these non-GAAP measures is not
meant to be a substitute for results presented in accordance with U.S. GAAP, but
rather should be evaluated in conjunction with those GAAP results. A
reconciliation of the non-GAAP results to the most directly comparable U.S. GAAP
results is contained in tabular form in Exhibit 99.2. The non-GAAP financial
measures used by the Company may be calculated differently from, and therefore
may not be comparable to, similarly titled measures used by other companies.

Such information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b), (c) Resignation and Appointment of Officers



On January 26, 2021, the Company promoted and appointed Michael Weening, age 52,
to the position of President and Chief Operating Officer of the Company
effective January 27, 2021. In connection with Mr. Weening's appointment, Carl
Russo, age 64, resigned his role as President effective January 27, 2021 and
will continue to serve as Chief Executive Officer of the Company.

Mr. Weening joined Calix in June 2016 and previously served in executive roles
as the Company's Executive Vice President, Chief Operating Officer since August
2020; as Executive Vice President, Global Operations from January 2019 until
August 2020; as Executive Vice President, Field Operations from July 2018 until
January 2019; as Executive Vice President, Sales and Marketing from November
2016 until June 2018; and as Executive Vice President, Sales from June 2016
until November 2016. Prior to joining Calix, Mr. Weening served as Senior Vice
President, Global Customer Success and Services, Commercial Business of
salesforce.com, inc.

There is no arrangement or understanding between Mr. Weening and any other
persons pursuant to which Mr. Weening was selected as an officer, and there are
no related party transactions involving Mr. Weening that are reportable under
Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.



A copy of the Company's press release, dated January 27, 2021, announcing the
promotion and appointment of Mr. Weening is furnished as Exhibit 99.3 hereto and
is incorporated by reference herein.

The information contained in Item 7.01 and the exhibit attached hereto, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.


                                       3
--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


    Exhibit No.           Description
       99.1                 Press Release, dated January 27, 2021,

announcing fourth quarter 2020


                          financial results.
       99.2                 Stockholder Letter dated January 27, 2021

announcing financial results of


                          the Company.
       99.3                 P    ress     R    elease, dated January 27,

2021, announcing the promotion


                          and appointment     of Michael Weening.


                                       4

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses