UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 14, 2014

 

 

ADTRAN, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-24612		63-0918200
(State of Incorporation)		(Commission file number)		(I.R.S. Employer (Identification Number)

901 Explorer Boulevard, Huntsville, Alabama 35806-2807

(Address of principal executive offices, including zip code)

(256) 963-8000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

ADTRAN, Inc. held its Annual Meeting of Stockholders on May 14, 2014 (Annual Meeting). At the Annual Meeting, ADTRAN’s stockholders (i) elected the six people listed below to serve as directors for a one year term expiring at the 2015 Annual Meeting of Stockholders and until their successors have been duly elected and qualified (Proposal 1); (ii) approved, on an advisory basis, the executive compensation policies of ADTRAN as well as the compensation of the named executive officers (Proposal 2); and, (iii) ratified the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2014 (Proposal 3). The voting results for these proposals are presented in the tables below:

Proposal 1 – Election of Directors

 

		For				Withheld				Broker Non-Votes
Thomas R. Stanton			50,660,784				862,294				2,681,157
H. Fenwick Huss			51,248,968				274,110				2,681,157
William L. Marks			51,216,163				306,915				2,681,157
James E. Matthews			47,479,674				4,043,404				2,681,157
Balan Nair			51,172,722				350,356				2,681,157
Roy J. Nichols			51,224,955				298,123				2,681,157

Proposal 2 – Advisory Vote on Executive Compensation

 

For		Against		Abstain		Broker Non- Votes
51,258,249		165,174		99,655		2,681,157

Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014

 

For		Against		Abstain
53,730,673		391,152		82,410

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 15, 2014.