Form 8-K
 
 
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 4, 2011
ADTRAN, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   0-24612   63-0918200
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
901 Explorer Boulevard,
Huntsville, Alabama
   
35806-2807
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (256) 963-8000
 
(Former name or former address, if changed since last report.)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 


 

Item 5.02  
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Restated ADTRAN, Inc. Variable Incentive Compensation Plan
ADTRAN, Inc. held its Annual Meeting of Stockholders on May 4, 2011 (Annual Meeting). At the Annual Meeting, ADTRAN’s stockholders approved an amendment and restatement of the ADTRAN, Inc. Variable Incentive Compensation Plan.
The restated Variable Incentive Compensation Plan provides for an increase in the maximum performance award that may be awarded in a plan year from $1,000,000 to $3,000,000 and permits ADTRAN to pay performance awards in one or more annual installment payments. The Board adopted this recommendation, subject to stockholder approval, at its January 18, 2011 meeting. The foregoing summary is qualified in its entirety by reference to the terms of the restated Variable Incentive Compensation Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07  
Submission of Matters to a Vote of Security Holders.
As described in Item 5.02 above, ADTRAN, Inc. held its Annual Meeting on May 4, 2011. At the Annual Meeting, ADTRAN’s stockholders (i) elected the seven people listed below to serve as directors for a one year term expiring at the 2012 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 2A); (iii) voted, on an advisory basis, as to whether future advisory votes to approve ADTRAN’s executive compensation policies and the compensation of the named executive officers should occur every one, two or three years (Proposal 2B); (iv) approved the adoption of the restated ADTRAN, Inc. Variable Incentive Compensation Plan (Proposal 3); and, (v) ratified the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2011 (Proposal 4). The voting results for these proposals are presented in the tables below:
Proposal 1 — Election of Directors
                         
                    Broker
                    Non-
    For   Withheld   Votes
Thomas R. Stanton
    56,380,877       732,713       3,164,747  
H. Fenwick Huss
    56,961,148       152,442       3,164,747  
Ross K. Ireland
    56,965,025       148,565       3,164,747  
William L. Marks
    56,783,475       330,115       3,164,747  
James E. Matthews
    52,888,568       4,225,022       3,164,747  
Balan Nair
    56,954,015       159,575       3,164,747  
Roy J. Nichols
    56,756,457       357,133       3,164,747  
Proposal 2A — Advisory Vote on Executive Compensation
             
            Broker
            Non-
For   Against   Abstain   Votes
56,318,253
  774,204   21,133   3,164,747
Proposal 2B — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
                 
                Broker
                Non-
3 Years   2 Years   1 Year   Abstain   Votes
7,419,605   3,307,603   39,828,172   5,229,892   4,493,065

 

 


 

Proposal 3 — Adoption of the Restated ADTRAN, Inc. Variable Incentive Compensation Plan
             
            Broker
            Non-
For   Against   Abstain   Votes
56,269,572   817,940   26,078   3,164,747
Proposal 4 — Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2011
         
For   Against   Abstain
59,853,112   414,934   10,291
Item 9.01  
Financial Statements and Exhibits
(d) Exhibits
         
Exhibit    
Number   Exhibit Description
       
 
  10.1    
ADTRAN, Inc. Variable Incentive Compensation Plan.

 

 


 

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 9, 2011.
         
  ADTRAN, Inc.
(Registrant)

 
 
  By:   /s/ James E. Matthews    
    James E. Matthews   
    Senior Vice President -- Finance,
Chief Financial Officer, Treasurer,
Secretary and Director
(Principal Accounting Officer) 
 
 

 

 


 

EXHIBIT INDEX
         
Exhibit    
Number   Exhibit Description
       
 
  10.1    
ADTRAN, Inc. Variable Incentive Compensation Plan.