Shareholder Director

The information below under Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.

Item8.01. Other Events.

On November 13, 2019, the Board of Directors (the Board) of Avaya Holdings Corp. (the Company) determined that its 2020 Annual Meeting of Stockholders (the 2020 Annual Meeting) will be held on March 4, 2020, or as otherwise set forth in the Companys notice and proxy statement for the 2020 Annual Meeting. Stockholders of record of Company common stock at the close of business on January 6, 2020, the record date for the 2020 Annual Meeting, will be entitled to notice of, and to vote at, the 2020 Annual Meeting.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Rule 14a-8), because the 2020 Annual Mee ting is more than thirty days from the anniversary date of the Companys 2019 Annual Meeting of Stockholders, which was held on May 15, 2019, the Company is required set a deadline for the receipt of stockholder proposals for inclusion in the Companys proxy materials for the 2020 Annual Meeting, which must be no later than a reasonable time before the Company begins to print and mail its proxy materials. In accordance with Rule 14a-8, the Company has set such deadline as 5:00 P.M. Pacific Time on December 5, 2019. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Companys proxy materials. Proposals of stockholders must also comply with the SECs rules regarding the inclusion of shareholder proposals in proxy materials and the Company may omit any proposal from its proxy materials that does not comply with the SECs rules.

In addition, under the Companys Amended and Restated Bylaws, because the 2020 Annual Meeting is more than thirty days from the anniversary date of the Companys 2019 Annual Meeting of Stockholders, stockholder proposals (other than proposals made in accordance with Rule 14a-8) and/or director nominations for the Companys 2020 Annual Meeting may be submitted until the close of business on the ninetieth day before the date of such annual meeting, which for the purposes of the 2020 Annual Meeting is 5:00 P.M. Pacific Time on December 5, 2019.

Stockholder proposals and other items of business should be submitted in writing to the Corporate Secretary, Avaya Holdings Corp., 4655 Great America Parkway, Santa Clara, California 95054. All such proposals must be in compliance with applicable laws and regulations and the Companys Amended and Restated Bylaws in order to be considered for inclusion in the proxy materials for the 2020 Annual Meeting or to be considered at the 2020 Annual Meeting.

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.

AVAYA HOLDINGS CORP.

Date: November 13, 2019

By:

/s/ Kevin Speed

Name:

Kevin Speed

Title:

Vice President, Controller and Chief Accounting Officer

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