ADTRAN Holdings Reports Director Changes and Compensation Updates
Ticker: ADTN · Form: 8-K · Filed: May 9, 2024 · CIK: 926282
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes, compensation
Related Tickers: ADTN
TL;DR
ADTRAN's board is shuffling: new director elected, exec pay plans updated.
AI Summary
ADTRAN Holdings, Inc. filed an 8-K on May 8, 2024, reporting on the departure of a director, election of a new director, and changes in officer compensation. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — This filing primarily concerns routine corporate governance matters and does not appear to involve significant financial distress or unexpected operational changes.
Key Numbers
- 001-41446 — SEC File Number (Identifies the company's filing with the SEC.)
- 87-2164282 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- ADTRAN Holdings, Inc. (company) — Registrant
- May 08, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 901 Explorer Boulevard, Huntsville, Alabama 35806-2807 (address) — Principal Executive Offices
FAQ
Who is the departing director?
The filing does not specify the name of the departing director.
Who is the newly elected director?
The filing does not specify the name of the newly elected director.
What specific changes were made to officer compensatory arrangements?
The filing indicates changes to compensatory arrangements but does not detail the specifics within the provided text.
What matters were submitted to a vote of security holders?
The filing mentions the submission of matters to a vote but does not list the specific proposals.
Are the financial statements included in this filing?
Yes, the filing states that financial statements and exhibits are included.
Filing Stats: 967 words · 4 min read · ~3 pages · Grade level 12.7 · Accepted 2024-05-09 16:00:17
Key Financial Figures
- $0.01 — ch registered Common Stock, Par Value $0.01 per share ADTN Nasdaq Global Select
Filing Documents
- adtn-20240508.htm (8-K) — 110KB
- adtn-ex10_1.htm (EX-10.1) — 266KB
- adtn-ex10_2.htm (EX-10.2) — 192KB
- 0000950170-24-056830.txt ( ) — 751KB
- adtn-20240508.xsd (EX-101.SCH) — 24KB
- adtn-20240508_htm.xml (XML) — 5KB
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its 2024 Annual Meeting on May 8, 2024. At the 2024 Annual Meeting, the Company's stockholders (i) elected eight directors to serve a one year term expiring at the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified (Proposal 1); (ii) approved the adoption of the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan (Proposal 2); (iii) approved the adoption of the ADTRAN Holdings, Inc. 2024 Directors Stock Plan (Proposal 3); (iv) approved, on an advisory basis, the compensation of the Company's named executive officers (Proposal 4); and (v) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 (Proposal 5). 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 53,202,691 7,707,807 390,252 4,568,528 H. Fenwick Huss 56,660,295 4,236,964 403,491 4,568,528 Gregory J McCray 57,712,515 3,166,717 421,518 4,568,528 Balan Nair 40,547,657 20,325,136 427,957 4,568,528 Brian Protiva 59,868,779 1,380,765 51,206 4,568,528 Jacqueline H. Rice 55,740,514 5,537,410 22,826 4,568,528 Nikos Theodosopoulos 57,714,611 3,180,507 405,632 4,568,528 Kathryn A. Walker 59,878,047 1,398,165 24,538 4,568,528 Proposal 2 - Approval of the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan For Against Abstain Broker Non-Votes 59,142,398 2,150,645 7,707 4,568,528 Proposal 3 - Approval of the ADTRAN Holdings, Inc. 2024 Directors Stock Plan For Against Abstain Broker Non-Votes 58,168,319 3,056,512 75,919 4,568,528 Proposal 4 - Advisory Vote Regarding Compensation of the Company's Named Executive Officers For Against
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan 10.2 ADTRAN Holdings, Inc. 2024 Directors Stock Plan 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document
SIGNATURES
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. ADTRAN Holdings, Inc. Date: May 9, 2024 By: /s/ Ulrich Dopfer Ulrich Dopfer Chief Financial Officer