ADTRAN (ADTN) Proxy Filing summary

Executive summary

• The annual meeting was postponed to July 24, 2025, to include restated financials after errors were found in historical statements, resulting in a restatement and updated proxy materials.

• The meeting will be held virtually, with a new record date of May 29, 2025, and all previous proxy votes are voided.

• The business combination with Adtran Networks SE in 2022 continues to influence governance and compensation structures.

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.

• No other business is expected, but proxies may vote on unforeseen matters.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent; all directors attended at least 75% of meetings in 2024.

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

• Annual board and committee self-evaluations are conducted, and stockholders can recommend director nominees.

• No classified board, no poison pill, and simple majority voting for bylaw and charter amendments.