UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.07Submission of Matters to a Vote of Security Holders.
ADTRAN, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 12, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected six directors to serve until the 2022 Annual Meeting of Stockholders (Proposal 1); (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 2); and, (iii) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 (Proposal 3). 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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40,312,653 |
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904,678 |
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26,849 |
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4,059,737 |
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H. Fenwick Huss |
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40,272,470 |
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957,406 |
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14,304 |
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4,059,737 |
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Gregory J. McCray |
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41,019,700 |
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211,479 |
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13,001 |
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4,059,737 |
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Balan Nair |
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35,777,561 |
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5,450,186 |
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16,433 |
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4,059,737 |
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Jacqueline H. Rice |
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40,726,309 |
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492,420 |
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25,451 |
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4,059,737 |
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Kathryn A. Walker |
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40,820,707 |
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390,946 |
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32,527 |
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4,059,737 |
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Proposal 2 - Advisory Vote Regarding Compensation of the Company’s Named Executive Officers
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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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40,536,882 |
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630,642 |
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76,656 |
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4,059,737 |
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Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021
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For |
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Against |
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Abstain |
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44,590,519 |
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688,063 |
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25,335 |
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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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Date: May 18, 2021 |
ADTRAN, Inc.
By: /s/ Michael Foliano |
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Chief Financial Officer |