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 11, 2017
ADTRAN, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-24612 |
63-0918200 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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901 Explorer Boulevard Huntsville, AL |
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35806-2807 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (256) 963-8000
Not Applicable
(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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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. |
On May 11, 2017, the Board of Directors appointed Gregory James McCray as a director to serve until the 2018 Annual Meeting of Stockholders to fill a newly created Directorship resulting from the Board’s increase in the authorized number of Directors. The Board of Directors has appointed Mr. McCray to serve on the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board of Directors.
In connection with his appointment to the Board of Directors, Mr. McCray will be eligible to receive ADTRAN’s standard annual compensation for non-employee directors, as has been previously disclosed. Accordingly, Mr. McCray will be entitled to an annual payment for his services as a member of the Board of Directors, reimbursement for certain expenses and participation in the 2010 Directors Stock Option Plan.
There are no arrangements or understandings between Mr. McCray and any other persons pursuant to which Mr. McCray was named a director of ADTRAN. There have been no transactions since the beginning of ADTRAN’s last fiscal year, and there are no currently proposed transactions, in which ADTRAN was or is to be a participant and in which Mr. McCray or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.
A copy of ADTRAN's press release announcing such appointment is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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99.1 |
Press Release dated May 11, 2017 |
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 11, 2017.
ADTRAN, Inc.
(Registrant)
By: /s/ Roger D. Shannon
Roger D. Shannon
Senior Vice President of Finance,
Chief Financial Officer,
Corporate Secretary and Treasurer
(Principal Accounting Officer)
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Description |
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99.1 |
Press Release dated May 11, 2017 |
Exhibit 99.1
ADTRAN Appoints Gregory McCray, CEO of Access, to Board of Directors
HUNTSVILLE, Ala.--(May 11, 2017)—ADTRAN®, Inc., (NASDAQ:ADTN), a leading provider of next-generation open networking solutions, today announced that the Board of Directors has appointed Gregory McCray, CEO of Alphabet’s Access Company, the Alphabet subsidiary that oversees Google Fiber, as a director. Mr. McCray’s extensive background in driving the connected future will be a tremendous asset to ADTRAN’s Board as the company continues to focus on expanding Gigabit broadband speeds to support the broader demands of smart cities, the Internet of Things and software-defined networking.
“Over the past decade, the telecommunications market has undergone several fundamental shifts in terms of how networks are designed, services are developed and what types of organizations deliver those services. Greg brings tremendous management and international experience that will greatly benefit our team as we look to leverage these shifts to create shareholder and organizational value,” said Thomas Stanton, chairman and CEO of ADTRAN. “The pace of change in our industry has accelerated, requiring more nimble and flexible approaches as we continue to drive innovation, expand our reach and transform the way people live, work and play. I believe that this is a perfect time for someone of Greg’s vision and experience to join our board.”
Mr. McCray is an experienced executive with 30 years of business, marketing, sales, engineering, operations, M&A, management and international experience in the communications technology industry. As CEO of Access, he is leading the company’s efforts to deliver 1Gbps internet, TV and phone service in several markets across the United States. Prior to this, Greg served in various other roles including chief executive officer of Aero Communications Inc., which provides installation, services and support to the Communications Industry; chairman and CEO of PipingHot Networks, which brought broadband fixed wireless access equipment to market; senior VP of customer operations at Lucent Technologies where he managed the Customer Technical Operations Group for Europe, Middle East and Africa (EMEA); and a member of the Board of Directors at CenturyLink, Inc. (NYSE:CTL), the third largest network operator in America, where he was chairman of the Cyber Security & Risk Committee, member of the Compensation Committee and the Nominating & Corporate Governance Committee.
McCray holds a B.S. in Computer Engineering from Iowa State University, an M.S. in Industrial & Systems Engineering from Purdue University and Executive Business Programs at the University of Illinois, Harvard and INSEAD.
About ADTRAN
ADTRAN, Inc. is a leading global provider of networking and communications equipment. ADTRAN’s products enable voice, data, video and Internet communications across a variety of network infrastructures. ADTRAN solutions are currently in use by service providers, private enterprises, government organizations, and millions of individual users worldwide. For more information, please visit www.adtran.com.
Witz Communications for ADTRAN
919-435-9112
ashley@witzcommunications.com