UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): May 10, 2023 |
ADTRAN Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-41446 | 87-2164282 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
901 Explorer Boulevard | |
Huntsville, Alabama | | 35806-2807 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 256 963-8000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common Stock, Par Value $0.01 per share | | ADTN | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
ADTRAN Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 10, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected nine directors to serve until the 2024 Annual Meeting of Stockholders (Proposal 1); (ii) did not approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 2); (iii) voted, on an advisory basis, as to whether future advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years (Proposal 3); and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 (Proposal 4). The voting results for these proposals are presented in the tables below:
Proposal 1 - Election of Directors
| | | | | | | | | | | | | | | | |
| | For | | | Against | | | Abstain | | | Broker Non-Votes | |
Thomas R. Stanton | | | 53,240,968 | | | | 1,919,051 | | | | 6,190,033 | | | | 3,349,888 | |
Johanna Hey | | | 60,426,321 | | | | 869,728 | | | | 54,003 | | | | 3,349,888 | |
H. Fenwick Huss | | | 56,627,525 | | | | 4,689,774 | | | | 32,753 | | | | 3,349,888 | |
Gregory J McCray | | | 58,950,950 | | | | 2,348,205 | | | | 50,897 | | | | 3,349,888 | |
Balan Nair | | | 39,339,289 | | | | 21,957,994 | | | | 52,769 | | | | 3,349,888 | |
Brian Protiva | | | 60,717,566 | | | | 577,529 | | | | 54,957 | | | | 3,349,888 | |
Jacqueline H. Rice | | | 60,387,036 | | | | 930,609 | | | | 32,407 | | | | 3,349,888 | |
Nikos Theodosopoulos | | | 59,191,317 | | | | 2,104,446 | | | | 54,289 | | | | 3,349,888 | |
Kathryn A. Walker | | | 60,859,764 | | | | 437,446 | | | | 52,842 | | | | 3,349,888 | |
Proposal 2 - Advisory Vote Regarding Compensation of the Company's Named Executive Officers
| | | | | | | | | | | | | | |
For | | | Against | | | Abstain | | | Broker Non-Votes | |
| 28,166,038 | | | | 32,283,336 | | | | 900,678 | | | | 3,349,888 | |
Proposal 3 – Advisory Vote Regarding Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
| | | | | | | | | | | | | | | | | | |
Every Year | | | Every Two Years | | | Every Three Years | | | Abstain | | | Broker Non-Votes | |
| 59,484,478 | | | | 54,605 | | | | 1,780,813 | | | | 30,156 | | | | 3,349,888 | |
A majority of the votes cast on Proposal 3 were cast in favor of holding an advisory vote regarding the compensation of the Company’s named executive officers every year, which was also the frequency recommended to the stockholders by the Company’s Board of Directors. In light of the voting results with respect to Proposal 3, the Company’s Board of Directors decided that the Company will maintain its current policy of holding an advisory “say-on-pay” vote each year in connection with its annual meeting of stockholders until the next vote on the frequency of advisory “say-on-pay” votes or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders.
Proposal 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023
| | | | | | | | | | |
For | | | Against | | | Abstain | |
| 60,884,689 | | | | 3,789,100 | | | | 26,151 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
Exhibit Number
| Description |
104
| Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
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.
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| | | ADTRAN Holdings, Inc.
|
| | | |
Date: | May 12, 2023 | By: | /s/ Ulrich Dopfer |
| | | Ulrich Dopfer
Chief Financial Officer |
