---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-228208"
form_type: "8-K"
ticker: "ADTN"
cik: "0000926282"
company_name: "ADTRAN Holdings, Inc."
filed_at: "2026-05-18T14:10:56+00:00"
generated_at: "2026-05-18T14:29:05.068832+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.2
confidence: "high"
source: SEC EDGAR
---

# ADTN stockholders approve charter amendment to limit officer liability, elect directors

## Summary
- Charter amendment to limit officer liability as permitted by Delaware law passed: 49.8M for, 3.2M against.
- All six director nominees elected; Kathryn A. Walker received highest votes (51.4M for).
- Advisory say-on-pay approved with 49.9M for (94% of votes cast).
- Ratified appointment of PricewaterhouseCoopers as independent auditor for FY2026 (61.9M for).

## SEC filing metadata
- accession: 0001193125-26-228208
- form_type: 8-K
- ticker: ADTN
- cik: 0000926282
- company_name: ADTRAN Holdings, Inc.
- filed_at: 2026-05-18T14:10:56+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.2
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/926282/000119312526228208/0001193125-26-228208-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/926282/000119312526228208/adtn-20260513.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-228208
- JSON: https://secwatch.observer/filing/0001193125-26-228208.json
- Plain text: https://secwatch.observer/filing/0001193125-26-228208.txt

## Key facts
- Governance Changes
  ADTRAN Holdings, Inc.: Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and make certain other changes to Section 7.1, effective upon filing with the Delaware Secretary of State on May 13, 2026 (effective 2026-05-13).
  - Change: charter amendment
  - Effective: 2026-05-13
  source text: At the Annual Meeting of Stockholders held by ADTRAN Holdings, Inc. (the “Company”) on May 13, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312526228208/0001193125-26-228208-index.htm
- Shareholder Votes
  ADTRAN Holdings, Inc. shareholders approved Election of Directors.
  - Proposal: director election
  - Outcome: passed
  source text: elected six directors to serve on the board of directors of the Company (the “Board”) for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified (Proposal 1)
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312526228208/0001193125-26-228208-index.htm
- Shareholder Votes
  ADTRAN Holdings, Inc. shareholders approved Amendment to Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law and to Make Certain Other Changes to Section 7.1 Thereof.
  - Proposal: charter amendment
  - Outcome: passed
  source text: approved the Charter Amendment to limit the liability of certain officers as permitted by Delaware law and to make certain other changes to Section 7.1 thereof (Proposal 2)
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312526228208/0001193125-26-228208-index.htm
- Shareholder Votes
  ADTRAN Holdings, Inc. shareholders approved Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 at the 2026-12-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-12-31
  source text: ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026 (Proposal 4)
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312526228208/0001193125-26-228208-index.htm
- Shareholder Votes
  ADTRAN Holdings, Inc. shareholders approved Advisory Vote Regarding the Compensation of the Company's Named Executive Officers.
  - Proposal: say on pay
  - Outcome: passed
  source text: approved, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3)
  evidence_url: https://www.sec.gov/Archives/edgar/data/926282/000119312526228208/0001193125-26-228208-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.