ADTRAN (ADTN) Proxy filing summary

Executive summary

• Stockholders are urged to vote in favor of the recommended director nominees at the 2026 Annual Meeting, with a focus on the re-election of Audit Committee members.

• The company has taken significant remedial actions to address material weaknesses in internal controls over financial reporting, including global reassessment of risks, enhanced training, and hiring experienced financial leadership.

• Management believes that continued operation and testing of enhanced controls will effectively remediate remaining material weaknesses over time.

• Glass Lewis supports the re-election of Audit Committee members, citing credible remediation plans and responsiveness, while ISS recommends against due to persistent material weaknesses.

• Forward-looking statements caution that remediation efforts are ongoing and subject to risks and uncertainties.

Voting matters and shareholder proposals

• Proposal 1 seeks the election of directors, specifically H. Fenwick Huss, Gregory J. McCray, Jacqueline H. Rice, and Nikos Theodosopoulos, along with other nominees.

• Stockholders are encouraged to vote in line with Board recommendations and are informed of the ability to change their vote if desired.

Board of directors and corporate governance

• The Audit Committee members up for re-election bring diverse expertise in academia, technology, legal, compliance, and finance.

• The Board has overseen significant organizational changes, including new appointments in accounting, financial reporting, and internal audit leadership.

• The Audit Committee met frequently in 2024 and 2025, reviewing internal control remediation progress and holding private sessions with auditors and the CFO.