ADTRAN (ADTN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 14, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Shareholders can vote online, by phone, or by mail, and may submit questions in advance or during the meeting.

• Proxy materials are provided online to reduce costs and environmental impact.

• The company completed a business combination in July 2022, integrating Adtran, Inc. and Adtran Networks SE.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, approve executive compensation on an advisory basis, and ratify PricewaterhouseCoopers LLP as auditor for 2025.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 1, 2025.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent.

• Annual board and committee evaluations are conducted, with a focus on tangible improvements.

• Majority voting in uncontested director elections, no classified board, and no poison pill.

• Stockholders may recommend director nominees and communicate with the board via established channels.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and ESG, all with independent members.