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

ADTRAN Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

ADTRAN Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 10, 2023 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected nine directors to serve until the 2024 Annual Meeting of Stockholders (Proposal 1); (ii) did not approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 2); (iii) voted, on an advisory basis, as to whether future advisory votes on the compensation of the Company’s named executive officers should be held every one, two or three years (Proposal 3); and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 (Proposal 4). The voting results for these proposals are presented in the tables below:

Proposal 1 - Election of Directors

Proposal 2 - Advisory Vote Regarding Compensation of the Company's Named Executive Officers

Proposal 3 – Advisory Vote Regarding Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

A majority of the votes cast on Proposal 3 were cast in favor of holding an advisory vote regarding the compensation of the Company’s named executive officers every year, which was also the frequency recommended to the stockholders by the Company’s Board of Directors. In light of the voting results with respect to Proposal 3, the Company’s Board of Directors decided that the Company will maintain its current policy of holding an advisory “say-on-pay” vote each year in connection with its annual meeting of stockholders until the next vote on the frequency of advisory “say-on-pay” votes or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders.

Proposal 4 – Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.