ADTRAN Holdings, Inc. 8-K

What Happened

• ADTRAN Holdings, Inc. announced that at its Annual Meeting on May 13, 2026, stockholders approved an amendment to the company’s Amended and Restated Certificate of Incorporation that eliminates monetary liability (exculpation) for certain officers to the extent permitted by Delaware law and made changes to Section 7.1. The Certificate of Amendment was filed with the Delaware Secretary of State and became effective on May 13, 2026.
• At the same meeting, stockholders elected six directors to one-year terms and ratified PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for fiscal 2026. Stockholders also cast an advisory (non-binding) vote approving the compensation of the company’s named executive officers.

Key Details

• Charter Amendment: Approved and effective May 13, 2026; provides officer exculpation in the limited circumstances allowed by Delaware law and updates Section 7.1 of the Charter. Certificate of Amendment is filed as Exhibit 3.1.
• Directors elected (one-year terms): Thomas R. Stanton (48,261,250 For), H. Fenwick Huss (49,570,974 For), Gregory J. McCray (50,408,661 For), Jacqueline H. Rice (48,662,681 For), Nikos Theodosopoulos (50,543,871 For), Kathryn A. Walker (51,399,106 For). (Against, Abstain and Broker non-vote counts reported per proxy.)
• Governance votes totals: Charter amendment — For 49,777,494; Against 3,184,044; Abstain 50,909; Broker non-votes 9,313,693. Advisory executive comp vote — For 49,881,975; Against 3,077,276; Abstain 53,196; Broker non-votes 9,313,693.
• Auditor ratification: PwC ratified as independent auditor for year ending Dec 31, 2026 — For 61,869,565; Against 413,517; Abstain 43,058.

Why It Matters

• The charter amendment changes the company’s governance and legal framework by limiting certain officers’ monetary liability to the degree permitted under Delaware law; this affects the company’s officer liability exposure but does not alter fiduciary duties or other legal protections under Delaware law.
• Re-election of the board and ratification of PwC are routine governance actions that confirm continuity of leadership and the auditor for 2026. The advisory approval of executive compensation signals stockholder support for ADTRAN’s pay practices but is non-binding.