ADTRAN Holdings, Inc.
For the period ended Mar 31, 2025. Filed Mar 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Mar 31, 2025
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | | | Preliminary Proxy Statement |
|---|---|---|---|
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material under §240.14a-12 |
ADTRAN Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | | | No fee required | ||
|---|---|---|---|---|---|
| | | | | ||
| ☐ | | | Fee paid previously with preliminary materials | ||
| | | | | ||
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | ||
Notice of 2025
Annual Meeting and
Proxy Statement
| Corporate Office | U.S. Mail | Toll-Free: 1 800 9Adtran | |||
| 901 Explorer Blvd. | P.O. Box 140000 | Telephone: 256 963 8000 | |||
| Huntsville, AL 35806 | Huntsville, AL 35814-4000 | https://www.adtran.com |
March 31, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of ADTRAN Holdings, Inc. to be held on Wednesday, May 14, 2025, at 10:30 a.m., Central Time. We are pleased to announce that this year’s Annual Meeting will be a virtual meeting conducted by live webcast on the Internet. You will be able to attend and participate in the meeting by visitingwww.virtualshareholdermeeting.com/ADTN2025 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or on your proxy card if you receive the proxy materials by mail. You will not be able to attend the Annual Meeting in person.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the meeting. During the meeting, we also will report on Adtran’s operations during the past year and our plans for the future.
We have elected to take advantage of Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe that the rules will allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the annual meeting.
Your vote, whether during the virtual meeting on May 14, 2025, or by proxy, is important. Please review the instructions on each of your voting options described in the accompanying proxy materials and the Notice you received in the mail. If you are unable to participate in the virtual meeting, I urge you to vote as soon as possible.
Sincerely,
THOMAS R. STANTON
Chairman of the Board
Notice of Annual Meeting of Stockholders
| Date & Time | Location | Record Date |
|---|---|---|
| Wednesday, May 14, 202510:30 a.m., Central Time | www.virtualshareholdermeeting.com/ADTN2025 | March 17, 2025 |
NOTICE HEREBY IS GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of ADTRAN Holdings, Inc. (the “Company”) will be held on Wednesday, May 14, 2025, at 10:30 a.m., Central Time, via live webcast. You can participate in the meeting by visiting www.virtualshareholdermeeting.com/ADTN2025 and entering the 16-digit control number included on your Notice or proxy card. If you hold your shares through an intermediary, such as a bank or broker, and do not have a control number, please contact the bank or broker. Please log in to the website by 10:15 a.m., Central Time, on the day of the meeting. There is no physical location for the Annual Meeting.
The Annual Meeting is being held for the purposes of considering and voting upon:
| Items of Business · Board Recommendation · PageReference | |||
|---|---|---|---|
| 1. | A proposal to elect seven directors to serve until the 2026 Annual Meeting of Stockholders; | FOR | 11 |
| 2. | An advisory proposal with respect to the compensation of the Company’s named executive officers (“NEOs”), as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative in the attached Proxy Statement; and | FOR | 85 |
| 3. | A proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. | FOR | 86 |
Stockholders will also consider and act upon such other business as may properly come before the Annual Meeting or any adjournments thereof. The Board of Directors is not aware of any other business to be presented for a vote of the stockholders at the Annual Meeting. See page 90 for additional details.
How to Vote
The Board of Directors recommends that you vote FOR each of the seven director nominees; FOR the approval on an advisory basis of the compensation of the Company’s NEOs; and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The Annual Meeting may be adjourned from time to time without notice other than announcement at the meeting or at adjournments thereof, and any business for which notice is hereby given may be transacted at any such adjournment.
Information relating to the above matters is set forth in the attached Proxy Statement. Stockholders of record at the close of business on March 17, 2025, are entitled to receive notice of and to vote during the Annual Meeting and any adjournments thereof.
Whether or not you plan to participate in the Annual Meeting, we urge you to review these materials carefully, which are available at https://materials.proxyvote.com/00486H. We also encourage you to vote by (i) following the instructions on the notice that you received from your broker, bank or other nominee if your shares are held beneficially in “street name” or (ii) one of the following means if your shares are registered directly in your name with the Company’s transfer agent:
By Internet: Go to the website www.proxyvote.com and follow the instructions. You will need the control number included on your Notice to obtain your records and vote by Internet.
By Telephone: From a touch-tone telephone, dial toll-free 1-800-690-6903 and follow the recorded instructions. You will need the control number included on your Notice in order to vote by telephone.
By Mail: You may request a hard copy of the proxy materials, including a proxy card, by following the instructions on your Notice. If you request and receive a proxy card, please mark your selections on the proxy card, date and sign your name exactly as it appears on the proxy card and mail the proxy card in the pre-paid envelope that will be provided to you. Mailed proxy cards must be received no later than May 13, 2025, in order to be counted for the Annual Meeting unless you are voting shares of common stock held in our 401(k) plan, in which case the deadline is May 12, 2025.
You can submit questions in advance of the Annual Meeting by visiting www.proxyvote.com, entering your 16-digit control number, and using the “Questions for Management” feature. You can submit questions during the Annual Meeting by following the instructions on the meeting website. Management will answer pertinent questions in the “Investor Resources” section of our website at https://investors.adtran.com. The questions and answers will be available as soon as practicable after the Annual Meeting and will remain available for thirty (30) days after posting.
By order of the Board of Directors,
Dana C. Crim
Senior Vice President, Administration and Corporate Secretary
Huntsville, Alabama
March 31, 2025
Table of Contents
| Page | |
|---|---|
| General Information about the Annual Meeting | 3 |
| Security Ownership of Certain Beneficial Owners and Management | 8 |
| Proposal 1: Election of Directors | 11 |
| Our Board of Directors | 11 |
| Information Regarding the Nominees for Director | 12 |
| Information About an Executive Officer Who is Not Also a Director | 18 |
| Voting of Proxies | 18 |
| Corporate Governance | 20 |
| Governance Highlights | 20 |
| Composition of the Board | 20 |
| Process for Stockholders to Recommend Director Nominees | 20 |
| Board, Committee and Individual Director Evaluation Program | 22 |
| Corporate Governance Principles | 22 |
| Director Independence | 22 |
| Company Leadership Structure | 23 |
| Board Structure and Committees | 24 |
| Risk Management and Cybersecurity Oversight | 27 |
| Corporate Social Responsibility and Sustainability | 29 |
| Equity Ownership Requirement for Non-Employee Directors | 33 |
| Compensation Committee Interlocks and Insider Participation | 33 |
| Communications with the Board of Directors | 33 |
| Executive Compensation | 35 |
| Compensation Discussion and Analysis | 35 |
| Compensation Committee Report | 54 |
| Summary Compensation Table | 55 |
| Grants of Plan-Based Awards in 2024 | 57 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 58 |
| Option Exercises and Stock Vested in 2024 | 60 |
| Equity Compensation Plans | 60 |
| Nonqualified Deferred Compensation in 2024 | 65 |
| Potential Payments Upon Termination or Change of Control | 66 |
| Pay Versus Performance | 75 |
| Pay Ratio | 80 |
| 2024 Director Compensation | 81 |
| Certain Relationships and Related Person Transactions | 82 |
| Policies and Procedures for Review and Approval of Related Person Transactions | 82 |
| Related Person Transactions Entered into by the Company | 82 |
| Delinquent Section 16(a) Reports | 83 |
| Audit Committee Report | 84 |
| Proposal 2: Advisory Vote Regarding Compensation of Our Named Executive Officers | 85 |
| Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 86 |
| Principal Accountant Fees and Services | 87 |
| Audit and Non-Audit Fees | 87 |
| Policy on Pre-Approval of Audit and Permissible Non-Audit Services | 87 |
| Stockholders’ Proposals for 2026 Annual Meeting of Stockholders | 89 |
| Other Matters That May Come Before the Annual Meeting | 90 |
| Householding of Proxy Materials | 90 |
| i | 2025 Proxy Statement |
Proxy Statement for the Annual
Meeting of Stockholders
To Be Held on Wednesday, May 14, 2025
This Proxy Statement, along with the accompanying Notice of Annual Meeting of Stockholders, contains information about the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of ADTRAN Holdings, Inc. (the “Company”), including any adjournments or postponements of the Annual Meeting. The Annual Meeting will be held on Wednesday, May 14, 2025, at 10:30 a.m., Central Time. We are pleased to announce that this year’s Annual Meeting will be a virtual meeting conducted by live webcast on the Internet. You will be able to attend and participate in the meeting by visitingwww.virtualshareholdermeeting.com/ADTN2025 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or on your proxy card if you receive the proxy materials by mail. If you hold your shares through an intermediary, such as a bank or broker, and do not have a control number, please contact the bank or broker. Please log in to the website by 10:15 a.m., Central Time, on the day of the meeting. You may vote during the Annual Meeting by following the instructions available on the meeting website. There is no physical location for the Annual Meeting.
You can submit questions in advance of the Annual Meeting by visiting www.proxyvote.com, entering your 16-digit control number, and using the “Questions for Management” feature. You can submit questions during the Annual Meeting by following the instructions on the meeting website. Management will answer pertinent questions in the “Investor Resources” section of our website athttps://investors.adtran.com. The questions and answers will be available as soon as practicable after the Annual Meeting and will remain available for thirty (30) days after posting.
We are providing this Proxy Statement to the stockholders of the Company in connection with the solicitation of proxies by our Board of Directors to be voted during the Annual Meeting and at any adjournments of that meeting.
On or about March 31, 2025, we began sending the Notice to all stockholders entitled to vote in advance of or during the virtual Annual Meeting. We encourage all of our stockholders to vote on the proposals presented, and we hope the information contained in this document will help you decide how you wish to vote.
In July 2022, the Company completed a business combination pursuant to which ADTRAN, Inc. and Adtran Networks SE, a company organized and existing under the laws of Germany (“Adtran Networks,” formerly ADVA Optical Networking SE), became subsidiaries of the Company (the “Business Combination”). References in this Proxy Statement to “Adtran,” the “Company,” “we,” “our” and “us” refer to ADTRAN, Inc. prior to the Business Combination and to ADTRAN Holdings, Inc. following the Business Combination.
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 14, 2025:
| 1 | 2025 Proxy Statement |
This Notice, the Proxy Statement and the 2024 Annual Report to Stockholders of ADTRAN Holdings, Inc. are available free of charge to view, print and download at https://materials.proxyvote.com/00486H.
Additionally, you can find a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including financial statements and schedules thereto, on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, or in the “SEC Filings” section of our website athttps://investors.adtran.com. The information on our website is not incorporated by reference into this Proxy Statement or any other report that we file with or furnish to the SEC. You may also obtain a printed copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including financial statements and schedules thereto, free of charge, from us by sending a written request to: ADTRAN Holdings, Inc., Attn: Corporate Secretary, 901 Explorer Boulevard, Huntsville, Alabama 35806. Exhibits will be provided upon written request.
| 2 | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.