8-K current report · filed May 18, 2026

ADTRAN Holdings, Inc. (ADTN) 8-K Current Report: May 18, 2026

Short answer

ADTRAN Holdings, Inc. (ADTN) filed an 8-K current report with the SEC on May 18, 2026 reporting Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders approved officer liability exculpation in limited Delaware-law-permitted circumstances.

ADTRAN Holdings, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.03 · Amendments to Articles of Incorporation or Bylaws

  • Stockholders approved officer liability exculpation in limited Delaware-law-permitted circumstances
  • Certificate Amendment effective May 13, 2026, upon Delaware filing
  • Reduced potential monetary exposure for certain officers, potentially limiting shareholder recovery
  • Additional Section 7.1 Charter changes; full terms in Exhibit 3.1

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • All six director nominees elected to one-year terms expiring at the 2027 Annual Meeting
  • Director support strongest for Kathryn Walker, with 51,399,106 votes for and 1,555,109 against
  • Charter amendment limiting certain officer liability approved, potentially reducing officer litigation exposure
  • Executive compensation approved on an advisory basis, with 49,881,975 votes for
  • PwC appointment ratified for fiscal 2026, with 61,869,565 votes for and 413,517 against

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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