UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported in the Quarterly Report on Form 10-Q filed by ADTRAN Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on November 9, 2023, as a result of ongoing uncertainty around the current macroeconomic environment and its impact on customer spending levels, the Company’s management previously determined to implement a comprehensive business efficiency program (the “Business Efficiency Program”). In connection with the Business Efficiency Program, on December 1, 2023, the Compensation Committee of the Board of Directors of the Company authorized the following temporary reductions in base salary for certain officers of the Company, which the officers had voluntarily agreed to prior to the Committee’s approval: a 50% reduction in base salary for Mr. Thomas R. Stanton (Chief Executive Officer) and a 25% reduction in base salary for each of Mr. James D. Wilson (Chief Revenue Officer), Mr. Ulrich Dopfer (Chief Financial Officer, Treasurer, and Secretary), and Mr. Christoph Glingener (Chief Technology Officer). Mr. Dopfer and Mr. Glingener each entered into an amendment to their employment agreements on December 4, 2023 with the Company’s subsidiary, Adtran Networks SE (the “Employment Agreement Amendments”), in order to effectuate the salary reduction. In addition, the Company reduced the compensation of Mr. Raymond Harris, a named executive officer as identified in the Company’s definitive proxy statement on Schedule 14A filed on March 28, 2023, by 25%. The salary reductions are effective for a period of seven months, through July 31, 2024.
Furthermore, on December 1, 2023, the Company granted Mr. Wilson and Mr. Harris stock options to purchase 16,878 and 13,067 shares of the Company’s common stock, respectively, under the Company’s Amended and Restated 2020 Employee Stock Incentive Plan. The stock options have an exercise price of $5.23 (the closing sales price of the Company’s common stock on the last trading day prior to the date of the grant), a term of ten years, and they will vest in two equal annual installments beginning on the first anniversary of the date of the grant, subject to each officer’s continued service through the applicable vesting date.
The foregoing description of the Employment Agreement Amendments and the stock options are not complete and are qualified in their entirety by each of the Employment Agreement Amendments and the Form of Stock Option Award Agreement, which are attached hereto as Exhibits 10.1, 10.2, and 10.3 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 10.1 | Eighteenth Amendment, dated December 4, 2023, to the Employment Agreement by and between Adtran Networks SE and Christoph Glingener | |
| 10.2 | Ninth Amendment, dated December 4, 2023, to the Employment Agreement by and between Adtran Networks SE and Ulrich Dopfer | |
| 10.3 | Form of Stock Option Award Agreement | |
| 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 5, 2023 | ADTRAN Holdings, Inc. | |||||
| By: | /s/ Ulrich Dopfer | |||||
| Ulrich Dopfer | ||||||
| Chief Financial Officer | ||||||