ADTRAN (ADTN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and annual report before voting.

Voting matters and shareholder proposals

• Election of six directors: Thomas R. Stanton, H. Fenwick Huss, Gregory J. McCray, Jacqueline H. Rice, Nikos Theodosopoulos, and Kathryn A. Walker.

• Proposal to amend the Certificate of Incorporation to limit certain officer liabilities and update Section 7.1.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026.

• Other business may be addressed as appropriate during the meeting.

Board of directors and corporate governance

• Board recommends voting in favor of all director nominees and all proposals.