ADTRAN (ADTN) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 13, 2026, with stockholders able to participate and vote online using a control number provided in their proxy materials.

• Stockholders will vote on electing six directors, amending the Certificate of Incorporation to limit officer liability, an advisory say-on-pay vote, and ratifying PricewaterhouseCoopers LLP as auditor.

• Proxy materials are provided online to reduce costs and environmental impact, with options for voting by internet, phone, or mail.

• The Board recommends voting FOR all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors to serve until the 2027 Annual Meeting.

• Proposal 2: Approve an amendment to the Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Ratify PricewaterhouseCoopers LLP as independent auditor for 2026.

• Stockholders may submit proposals for the 2027 Annual Meeting by November 27, 2026.

Board of directors and corporate governance

• Board will consist of six members after the meeting, with five of six being independent.

• Annual board and committee evaluations are conducted, and there is a Lead Independent Director.

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

• Stock ownership guidelines require non-employee directors to hold shares equal to three times their annual cash retainer.

• Stockholders can recommend director nominees and communicate with the Board via established channels.