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