Current Report Filing (8-k)

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 13, 2020

ADTRAN, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-24612	63-0918200
(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

Not Applicable

(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 (see General Instructions A.2. below):

☐	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		Name of exchange on which registered
Common Stock, Par Value $0.01		ADTN		The 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 5.07Submission of Matters to a Vote of Security Holders.

ADTRAN, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 13, 2020 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected six directors to serve until the 2021 Annual Meeting of Stockholders (Proposal 1); (ii) approved the adoption of the ADTRAN, Inc. 2020 Employee Stock Incentive Plan (Proposal 2); (iii) approved the adoption of the ADTRAN, Inc. 2020 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, 2020 (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		38,570,213		552,133		14,165		4,612,691
H. Fenwick Huss		38,425,956		697,673		12,882		4,612,691
Gregory J. McCray		38,761,871		362,304		12,336		4,612,691
Balan Nair		33,358,591		5,766,258		11,662		4,612,691
Jacqueline H. Rice		38,962,417		159,416		14,678		4,612,691
Kathryn A. Walker		38,570,536		553,957		12,018		4,612,691

Proposal 2 – Approval of the Adoption of the ADTRAN, Inc. 2020 Employee Stock Incentive Plan

For			Against			Abstain			Broker Non-Votes
	37,097,885			2,025,164			13,462			4,612,691

Proposal 3 – Approval of the Adoption of the ADTRAN, Inc. 2020 Directors Stock Plan

For			Against			Abstain			Broker Non-Votes
	37,037,676			2,078,218			20,617			4,612,691

Proposal 4 - Advisory Vote Regarding Compensation of the Company’s Named Executive Officers

For			Against			Abstain			Broker Non-Votes
	38,240,376			848,383			47,752			4,612,691

Proposal 5 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020

For			Against			Abstain
	43,045,010			674,413			29,779

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.

Date: May 15, 2020

ADTRAN, Inc.

By: /s/ Michael Foliano
Michael Foliano
Senior Vice President of Finance and

Chief Financial Officer

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