| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 18, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Adtran Holdings, Inc. (the “Corporation”) approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the “New Clawback Policy”), effective as of October 2, 2023. The Committee adopted the New Clawback Policy in order to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the listing standards of The Nasdaq Stock Market (“Nasdaq”), as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).
The New Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers in the manner specified by the Final Clawback Rules (“Executive Officers”) of the Corporation in the event that the Corporation is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether an Executive Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the New Clawback Policy, the Corporation may recoup from the Executive Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Corporation is required to prepare an accounting restatement.
In connection with the adoption of the New Clawback Policy, the Committee approved the amendment and restatement of the Corporation’s current Clawback Policy, effective as of October 2, 2023 (the “Amended and Restated Clawback Policy”), which applies to compensation received prior to October 2, 2023.
The preceding description of the New Clawback Policy and the Amended and Restated Clawback Policy is qualified in its entirety by the text of such policies, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 20, 2023, the Board amended and restated the Corporation’s bylaws (as amended and restated, the “Bylaws”), effective on such date. Capitalized terms used and not defined in this Current Report on Form 8-K shall have the meanings ascribed to them in the Bylaws. Unless otherwise stated, article and section references below are to the Bylaws as so amended and restated. The changes to the Bylaws include the following:
| | • | | Article II, Section 2.3 (List of Stockholders Entitled to Vote). This section has been revised to reflect updated Section 219(a) of the Delaware General Corporation Law (the “DGCL”), which no longer requires the Corporation to make the stockholder list available for inspection during the stockholders’ meeting. This section further clarifies that the stockholder list shall be arranged by applicable voting groups and that it shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. |
| | • | | Article II, Section 2.5 (Adjourned Meetings and Notice Thereof). This section has been revised to reflect the concept of a virtual meeting being adjourned and reflects updated Section 222(c) of the DGCL, which expands the circumstances under which an adjourned meeting can be reconvened without the Corporation having to send out a new meeting notice. |
| | • | | Article II, Section 2.7(c) (Voting). Subsection (c) of this section has been revised to reflect the requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which is reserved for exclusive use by the Board. |
| | • | | Article II, Section 2.9 (Nature of Business at Annual Meetings of Stockholders). Subsection (a) of this section has been revised to clarify that the minimum timeliness requirements set forth in Section 2.9(a) shall apply despite any different timeline described in Rule 14a-19 under the Exchange Act (“Rule 14a-19”), including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 by a nominating stockholder and not otherwise specified in Section 2.9(a). |
| | • | | Article III, Section 3.4 (Nominations for Election to the Board of Directors). |
