ADTRAN (ADTN) investors back charter officer protections and 2026 board

Rhea-AI Filing Summary

ADTRAN Holdings, Inc. reported the results of its 2026 annual stockholders meeting and a change to its charter. Stockholders approved a Charter Amendment that limits the monetary liability of certain officers in the limited circumstances permitted under Delaware law, with the amendment becoming effective on May 13, 2026.

Shareholders also elected six directors to one-year terms, approved on an advisory basis the compensation of the company’s named executive officers, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Charter Amendment support: 49,777,494 votes for Charter Amendment opposition: 3,184,044 votes against Say-on-pay support: 49,881,975 votes for +3 more

6 metrics

Charter Amendment support 49,777,494 votes for Proposal 2 officer liability Charter Amendment

Charter Amendment opposition 3,184,044 votes against Proposal 2 officer liability Charter Amendment

Say-on-pay support 49,881,975 votes for Proposal 3 advisory vote on executive compensation

Say-on-pay opposition 3,077,276 votes against Proposal 3 advisory vote on executive compensation

Auditor ratification support 61,869,565 votes for Proposal 4 ratification of PwC for fiscal 2026

Director Walker votes for 51,399,106 votes for Election of director Kathryn A. Walker, Proposal 1

Key Terms

Charter Amendment, exculpation, Broker Non-Votes, advisory basis, +1 more

5 terms

Charter Amendment regulatory

"the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation"

A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.

exculpation regulatory

"provides for the elimination of monetary liability (i.e., exculpation) of certain officers of the Company"

Broker Non-Votes financial

"Broker Non-Votes 9,313,693"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis regulatory

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

0000926282false--12-3100009262822026-05-132026-05-13

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, 2026

ADTRAN Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41446	87-2164282
(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:

☐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(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 per share		ADTN		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 5.03 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

		For				Against				Abstain				Broker Non-Votes
Thomas R. Stanton			48,261,250				4,686,183				65,014				9,313,693
H. Fenwick Huss			49,570,974				3,375,771				65,702				9,313,693
Gregory J McCray			50,408,661				2,500,847				102,939				9,313,693
Jacqueline H. Rice			48,662,681				4,290,891				58,875				9,313,693
Nikos Theodosopoulos			50,543,871				2,408,380				60,196				9,313,693
Kathryn A. Walker			51,399,106				1,555,109				58,232				9,313,693

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

For				Against				Abstain				Broker Non-Votes
	49,777,494				3,184,044				50,909				9,313,693

Proposal 3 - Advisory Vote Regarding the Compensation of the Company's Named Executive Officers

For				Against				Abstain				Broker Non-Votes
	49,881,975				3,077,276				53,196				9,313,693

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				Against				Abstain
	61,869,565				413,517				43,058

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
3.1	Certificate of Amendment to the Certificate of Incorporation of ADTRAN Holdings, Inc., effective as of May 13, 2026
104	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.

			ADTRAN Holdings, Inc.
Date:	May 18, 2026	By:	/s/ Timothy Santo
			Timothy Santo Senior Vice President of Finance and Chief Financial Officer

FAQ

What charter change did ADTRAN (ADTN) stockholders approve in 2026?

ADTRAN stockholders approved a Charter Amendment that limits the monetary liability of certain company officers in the limited circumstances permitted under Delaware law. The change modifies Section 7.1 of the charter and became effective upon filing on May 13, 2026.

Which directors were elected at ADTRAN (ADTN) 2026 annual meeting?

Stockholders elected six directors for one-year terms ending at the 2027 annual meeting: Thomas R. Stanton, H. Fenwick Huss, Gregory J. McCray, Jacqueline H. Rice, Nikos Theodosopoulos, and Kathryn A. Walker, each serving until a successor is duly elected and qualified.

How did ADTRAN (ADTN) shareholders vote on the officer liability Charter Amendment?

For the Charter Amendment, 49,777,494 votes were cast in favor, 3,184,044 against, and 50,909 abstained, with 9,313,693 broker non-votes. This vote approved limiting liability of certain officers as permitted by Delaware law and related changes to Section 7.1.

Was ADTRAN (ADTN) executive compensation supported in the 2026 advisory vote?

Yes. In the advisory vote on named executive officer compensation, 49,881,975 votes supported the pay program, 3,077,276 were cast against, and 53,196 abstained, with 9,313,693 broker non-votes. This indicates stockholder approval on a non-binding basis.

Which auditor did ADTRAN (ADTN) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as ADTRAN’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 61,869,565 votes for, 413,517 against, and 43,058 abstentions in the shareholder vote.

When did ADTRAN’s Charter Amendment become effective?

The Charter Amendment became effective on May 13, 2026, when a Certificate of Amendment was filed with the Secretary of State of the State of Delaware. This filing implemented officer exculpation changes and other revisions to Section 7.1 of the charter.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB