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 9, 2018
 
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, AL	 	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))	
Indicate by check mark whether the registrant is an emerging growth company as defined in 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, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 9, 2018 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected eight directors to serve a one year term expiring at the 2019 Annual Meeting of Stockholders (Proposal 1); (ii) approved, on an advisory basis, the executive compensation policies of the Company, as well as the compensation of the named executive officers (Proposal 2); and, (iii) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2018 (Proposal 3). The voting results for these proposals are presented in the tables below:
 
Proposal 1 – Election of Directors
 
 	For	 	Withheld	 	Broker Non-Votes	 	
Thomas R. Stanton	 	38,091,919	 	 	1,306,492	 	 	3,779,695	 	
H. Fenwick Huss	 	39,124,393	 	 	274,018	 	 	3,779,695	 	
William L. Marks	 	39,106,125	 	 	292,286	 	 	3,779,695	 	
Gregory J. McCray	 	39,280,206	 	 	118,205	 	 	3,779,695	 	
Anthony J. Melone	 	39,253,466	 	 	144,945	 	 	3,779,695	 	
Balan Nair	 	37,026,741	 	 	2,371,670	 	 	3,779,695	 	
Jacqueline H. Rice	 	39,251,824	 	 	146,587	 	 	3,779,695	 	
Kathryn A. Walker	 	39,305,205	 	 	93,206	 	 	3,779,695	 	
 
Proposal 2 – Advisory Vote on Executive Compensation
 
For	 	Against	 	Abstain	 	Broker Non-Votes	 	
 	38,659,258	 	 	704,746	 	 	34,407	 	 	3,779,695	 	
 
Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018
 
For	 	Against	 	Abstain	 	
 	42,426,160	 	 	738,235	 	 	13,711	 	

  

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 10, 2018.
ADTRAN, Inc.
(Registrant) 

By :/s/ Roger D. Shannon
Roger D. Shannon
Senior Vice President of Finance,
Chief Financial Officer,
Corporate Treasurer and Secretary
(Principal Financial Officer)