DEFA14A 1 d305204ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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ADTRAN Holdings, Inc.

(Name of Registrant as Specified in its Charter)

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Your Vote Counts! ADTRAN HOLDINGS, INC. 2023 Annual Meeting Vote by May 9, 2023 11:59 PM ET. For shares held in a Plan, vote by May 8, 2023 11:59 PM ET. ADTRAN HOLDINGS, INC. 901 EXPLORER BOULEVARD HUNTSVILLE, AL 35806 D99456-P86520 You invested in ADTRAN HOLDINGS, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 10, 2023. Get informed before you vote View the Notice and Proxy Statement for the 2023 Annual Meeting and the 2022 Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 26, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Vote Virtually at the Meeting* Point your camera here and May 10, 2023 10:30 a.m., Central Time vote without entering a control number Virtually at: www.virtualshareholdermeeting.com/ADTN2023 *Please check the meeting materials for any special requirements for meeting attendance. V1.1

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Election of Directors Nominees: 1a. Thomas R. Stanton For 1b. Johanna Hey For 1c. H. Fenwick Huss For 1d. Gregory J. McCray For 1e. Balan Nair For 1f. Brian Protiva For 1g. Jacqueline H. Rice For 1h. Nikos Theodosopoulos For 1i. Kathryn A. Walker For 2. Non-binding approval of the compensation of Adtran’s named executive officers. For 3. Non-binding vote on the frequency of future votes on the compensation of Adtran’s named executive officers. Every Year 4. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Adtran For for the fiscal year ending December 31, 2023. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D99457-P86520