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



As indicated below, on November 19, 2021, the stockholders of the Company
approved amendments to the Amended and Restated 2015 Equity Incentive Plan (the
"2015 Plan") to (i) increase the number of shares reserved for issuance under
the 2015 Plan by an additional 3,000,000 shares and (ii) make certain other
changes to reflect changes in the law and/or good corporate governance
practices.

The Company's board of directors previously approved the amended 2015 Plan
subject to stockholder approval.
A detailed summary of the 2015 Plan is set forth in the Company's proxy
statement for its 2021Annual Meeting of Stockholders filed with the Securities
and Exchange Commission on September 30, 2021. A copy of the 2015 Plan, as
amended, is filed herewith as Exhibit 10.1


Item 5.07 - Submission of Matters to a Vote of Security Holders.
On November 19, 2021, the Company held its 2021 Annual Meeting of Stockholders.
There were 72,546,612 shares issued, outstanding and eligible to vote at the
meeting as of the record date of September 21, 2021, of which 63,570,108 shares
were represented at the meeting, constituting 88% of the outstanding shares
entitled to vote. The proposals considered at the meeting are described in
detail in the Company's 2021 Proxy Statement. The proposals voted upon at the
meeting and the vote with respect to each such matter are set forth below:
(i) Election of Directors:
Name                       For:      Against:    Abstentions:   Broker Non-Votes:
Harold L. Covert        55,878,986    216,378       54,468          7,420,276
Isaac H. Harris         55,911,658    179,048       59,126          7,420,276
Penelope A. Herscher    55,816,309    280,485       53,038          7,420,276
Julia S. Johnson        55,885,188    211,731       52,913          7,420,276
Brian J. Lillie         55,739,053    355,466       55,313          7,420,276
Alan S. Lowe            55,956,666    134,898       58,268          7,420,276
Ian S. Small            55,913,194    180,542       56,096          7,420,276
Janet S. Wong           55,550,849    546,022       52,961          7,420,276

(ii) To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers:

For: Against: Abstentions: Broker Non-Votes:

52,717,050 3,203,951 228,831 7,420,276

(iii) To approve the Amended and Restated 2015 Equity Incentive Plan:

For: Against: Abstentions: Broker Non-Votes:

53,814,018 2,100,296 235,518 7,420,276

(iv) To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the period ending July 2, 2022:



    For:      Against:    Abstentions:
 63,314,857    211,547       43,704





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Item 9.01 Exhibits


 Exhibit
 Number       Exhibit Title

  10.1          2015 Equity Incentive Plan, as amended
   104        Cover Page Interactive Data File (formatted as Inline XBRL)

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                                   Signature

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.

LUMENTUM HOLDINGS INC.

                                      By:            /s/ Judy Hamel
                                      Name:          Judy Hamel
                                      Title:         Senior Vice President, General Counsel and Secretary

November 23, 2021

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