ADTN 8-K
ADTRAN Holdings, Inc. (ADTN)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders held by ADTRAN Holdings, Inc. (the “Company”) on May 13, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). As further described in Proposal 2 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2026, the Charter Amendment provides for the elimination of monetary liability (i.e., exculpation) of certain officers of the Company in the limited circumstances permitted under Delaware law and made certain additional changes to Section 7.1 of the Charter. The Charter Amendment became effective upon the filing of a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 13, 2026.
The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting, the Company’s stockholders (i) elected six directors to serve on the board of directors of the Company (the “Board”) for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified (Proposal 1); (ii) approved the Charter Amendment to limit the liability of certain officers as permitted by Delaware law and to make certain other changes to Section 7.1 thereof (Proposal 2); (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3); and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 (Proposal 4). The voting results for these proposals are presented in the tables below:
Proposal 1 - Election of Directors
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Thomas R. Stanton |
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48,261,250 |
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4,686,183 |
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65,014 |
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9,313,693 |
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H. Fenwick Huss |
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49,570,974 |
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3,375,771 |
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65,702 |
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9,313,693 |
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Gregory J McCray |
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50,408,661 |
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2,500,847 |
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102,939 |
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9,313,693 |
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Jacqueline H. Rice |
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48,662,681 |
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4,290,891 |
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58,875 |
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9,313,693 |
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Nikos Theodosopoulos |
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50,543,871 |
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2,408,380 |
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60,196 |
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9,313,693 |
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Kathryn A. Walker |
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51,399,106 |
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1,555,109 |
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58,232 |
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9,313,693 |
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Proposal 2 - Amendment to Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law and to Make Certain Other Changes to Section 7.1 Thereof
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Against |
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Abstain |
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Broker Non-Votes |
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49,777,494 |
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3,184,044 |
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50,909 |
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9,313,693 |
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Proposal 3 - Advisory Vote Regarding the Compensation of the Company's Named Executive Officers
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Against |
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Abstain |
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Broker Non-Votes |
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49,881,975 |
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3,077,276 |
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53,196 |
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9,313,693 |
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Proposal 4 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026
For |
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Against |
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Abstain |
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61,869,565 |
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413,517 |
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43,058 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description |
3.1 |
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104
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Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
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.
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ADTRAN Holdings, Inc. |
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Date: |
May 18, 2026 |
By: |
/s/ Timothy Santo |
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Timothy Santo |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ADTRAN HOLDINGS, INC.
ADTRAN Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify:
FIRST: The name of the Corporation is ADTRAN Holdings, Inc.
SECOND: The Board of Directors of the Corporation duly adopted resolutions approving the following amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”), declaring such amendment advisable and that such amendment be submitted to the stockholders of the Corporation for their consideration at the next annual meeting of stockholders.
THIRD: The following amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FOURTH: Section 7.1 of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:
Section 7.1. Limitation of Liability. To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable for monetary damages for breach of fiduciary duty as a director or officer. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
No amendment, repeal or elimination of this Section 7.1, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 7.1, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal, elimination or adoption of such an inconsistent provision.
FOURTH: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
FIFTH: This Certificate of Amendment shall become effective upon filing.
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Corporation has been executed by a duly authorized officer on this 13th day of May, 2026.
ADTRAN Holdings, Inc.
By: /s/ Timothy Santo____________
Name: Timothy Santo
Title: Senior Vice President – Finance and Chief Financial Officer, Treasurer, and Principal Accounting Officer