ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On January 26, 2023, in connection with a periodic review of the bylaws of Ciena Corporation ("Ciena") the Board of Directors (the "Board") of Ciena adopted and approved Ciena's Amended and Restated Bylaws (the "Amended Bylaws"). Among other things, the amendments effected by the Amended Bylaws:



     •    Enhance procedural mechanics and disclosure requirements in connection
          with stockholder nominations of directors and submission of stockholder
          proposals made in connection with annual and special meetings of
          stockholders, including requiring additional disclosures, representations
          and warranties from nominating or proposing stockholders and proposed
          nominees and their respective affiliates and associates about their Ciena
          stock ownership (including derivative securities), agreements with
          respect to voting commitments and stock ownership, relationships among
          the nominating or proposing stockholders and proposed nominees and
          litigation with Ciena, among other disclosures;



     •    Address matters regarding nominations of directors and solicitations of
          proxies in compliance with Rule 14a-19 under the Securities Exchange Act
          of 1934, as amended (the "Exchange Act"), including:



         •   Requiring the nominating stockholder or beneficial owner to represent
             that it intends to solicit proxies or votes from stockholders
             representing at least 67% of the voting power of the shares entitled
             to vote on the election of directors;



         •   Requiring the nominating stockholder to provide prompt notice, no
             later than five business days prior to the applicable stockholder
             meeting, of reasonable evidence that it has met the requirements of
             Rule 14a-19(a)(3) of the Exchange Act;



         •   Requiring that a stockholder soliciting proxies from other
             stockholders use a proxy card color other than white; and



         •   Clarifying that a failure to provide information required by Rule
             14a-19 or comply with the requirements of Rule 14a-19(a)(2) or Rule
             14a-19(a)(3) will result in Ciena disregarding a stockholder's
             nomination or proposal of other business;



     •    Limit the number of nominees that a stockholder may nominate to the
          number of directors to be elected at such meeting;



     •    Modify the provisions relating to adjournment procedures and eliminating
          the requirement that a list of stockholders be made available at
          stockholder meetings, in each case, to reflect recent amendments to the
          DGCL;



     •    Clarify that if a quorum is present when a meeting of stockholders is
          convened, withdrawal of stockholders will not invalidate the quorum; and



     •    Make various other updates, including administrative, ministerial,
          refining and conforming changes and adding gender neutral language.

The foregoing description is qualified in all respects by reference to the text of the Amended and Restated Bylaws of Ciena Corporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) The following exhibits are being filed herewith:





Exhibit Number    Description of Document

Exhibit 3.1         Amended and Restated Bylaws of Ciena Corporation.

Exhibit 104       Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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