ADTRAN Holdings Files Proxy Supplement

TL;DR

ADTRAN filed a proxy supplement, no fee needed. Standard procedure.

AI Summary

ADTRAN Holdings, Inc. filed a Definitive Additional Materials proxy statement on April 4, 2024. This filing supplements their previous proxy materials, indicating that no fee was required for this submission. The company, previously known as ADTRAN Inc., is based in Huntsville, AL.

Why It Matters

This filing is a procedural update to the company's proxy materials, which are used to inform shareholders about important company matters and upcoming votes.

Risk Assessment

Risk Level: low — This is a routine administrative filing related to proxy statements and does not contain new material financial or operational information.

Key Players & Entities

• ADTRAN Holdings, Inc. (company) — Registrant
• ADTRAN Inc. (company) — Former company name
• Huntsville, AL (location) — Company headquarters

FAQ

Key Financial Figures

• $0.01 — common stock of the Company, par value $0.01 per share. 2.12 Company means ADTRAN

Filing Documents

• d786551ddefa14a.htm (DEFA14A) — 167KB
• 0001193125-24-086808.txt ( ) — 168KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 ADTRAN Holdings, Inc. (Name of Registrant as Specified in its Charter) Not applicable. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ADTRAN HOLDINGS, INC. SUPPLEMENT TO PROXY STATEMENT DATED MARCH 27, 2024 FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2024 Explanatory Note On March 27, 2024, ADTRAN Holdings, Inc. (the Company) filed with the Securities and Exchange Commission a Notice of Annual Meeting of Stockholders and Definitive Proxy Statement (the Proxy Statement and, together with the Notice of Annual Meeting, the Notice and Proxy Statement) for the 2024 Annual Meeting of Shareholders to be held at 10:30 a.m., Central Time, on Wednesday, May 8, 2024, via live webcast on the Internet (the Annual Meeting). The Company commenced distribution of the Notice and Proxy Statement on or about March 27, 2024. As described in Proposal 2 included in the Proxy Statement, the Companys Board of Directors has adopted, subject to stockholder approval, the ADTRAN Holdings, Inc. 2024 Employee Stock Incentive Plan (the 2024 Employee Plan), and the Company is seeking stockholder approval of the 2024 Employee Plan at the Annual Meeting. Proposal 2 in the Proxy stock that would be authorized for issuance under the 2024 Employee Plan. The correct number of shares that would be authorized for issuance under the 2024 Employee Plan is 3,970,058 shares, as stated in the summary of the 2024 Employee Plan that is contained in Proposal 2 in the Proxy Statement. Accordingly, the Company is filing this supplement to the Proxy Statement to include a correct copy of the 2024 Employee Plan, which is set forth below. The description of the 2024 Employee Plan set forth in Proposal 2 in the Proxy Statement is qualified in its entirety by reference to the full text of the 2024 Employee Plan (as contained in this supplement), which is incorporated by reference into Proposal 2. APPENDIX A ADTRAN HOLDINGS, INC. 2024 EMPLOYEE STOCK INCENTIVE PLAN ARTICLE I PLAN INFORMATION 1.1 General Purpose . The purpose of the Plan is to further the growth and development of the Company by offering employees and key service providers and advisors of the Company and its Subsidiaries the opportunity to own a proprietary interest in the Company. The Company intends that the Plan will provide such individuals with an added incentive to continue in the employ and/or service, promote the growth, efficiency and profitability, and help to attract outstanding individuals to the service, of the Company and its Subsidiaries. 1.2 Types of Awards Available Under the Plan . The Plan permits Awards of Stock Options, Stock Appreciation Rights ( SARs ), Restricted Stock, and Restricted Stock Units ( RSUs ). The types of Stock Options permitted under the Plan are incentive stock options ( ISOs ) and nonqualified stock options ( NQSOs ). 1.3 Intended Tax Effects of Awards . The Company intends that ISOs granted under the Plan qualify as incentive stock options under Code Section 422. Restricted Stock Awards are subject to taxation under Code Section 83. Nonqualified Stock Options and Stock Appreciation Rights are subject to taxation when the Nonqualified Stock Option or Stock Appreciation Right is exercised. Restricted Stock Units are subject to taxation when the underlying shares of Common Stock are issued to the Participant. 1.4 Term . Unless earlier terminated by the Board pursuant to the provisions of Article IX hereof, the Plan shall remain in effect until the tenth (10 th ) anniversary of the Effective Date; provided , however , that notwithstanding its termination, the Plan shall remain in effect with respect to outstanding Awards as long as any Awards are outstanding. 1.5 Operation, Administration and Definitions . The operation and administration of the Plan are subject to the provisions of this Plan document. Capitalized terms used in the Plan are defined in Article II below or may be defined within the Plan. 1.6 Legal Compliance . The Plan is intended to comply with (a) the requirements for ISOs under Code Section 422, (b) Code Section 409A, to the extent any Awards are treated as

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