UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

ADTRAN, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on <mtgdate>. May 13, 2020 ADTRAN INC Meeting Information Meeting Type: Annual <mtgtype> Meeting For holders as of: March <recdate> 16, 2020 Date: May 13, 2020 Time: 10:30 <mtgtime> AM CDT Location: Adtran, Inc. 901 Explorer Boulevard Huntsville, AL 35806 ADTRAN, INC. 901 EXPLORER BOULEVARD HUNTSVILLE, AL 35806 Investor Address Line 1 1 Investor Address Line 2 15 12 Investor Address Line 3 OF Investor Address Line 4 Investor Address Line 5 2 R1.0.1.18 John Sample 1234 ANYWHERE STREET 1 ANY CITY, ON A1A 1A1 0000449251 _ You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions. B A R C O D E Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence #


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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: 1. Notice & Proxy Statement 2. Annual Report How to View Online: Have the information that is printed in the box marked by the arrowï§ (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowï§ (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 29, 2020 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods R1.0.1.18 Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special 2 _ requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet,go to www.proxyvote.com. Have the information that is printed in the box 0000449251 marked by the arrowï§ available and follow the instructions. Internal Use Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Only


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Voting items The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 1a. Thomas R. Stanton 1b. H. Fenwick Huss 1c. Gregory J. McCray 1d. Balan Nair 1e. Jacqueline H. Rice 1f. Kathryn A. Walker The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5: 2. Approve the adoption of the ADTRAN, Inc. 2020 Employee Stock Incentive Plan. 3. Approve the adoption of the ADTRAN, Inc. 2020 Directors Stock Plan. 4. Non-binding approval of the compensation R1.0.1.18 of ADTRAN’S named executive officers. 5. Ratify the appointment of PricewaterhouseCoopers LLP as the 3 _ independent registered public accounting firm of ADTRAN for the fiscal year ending December 31, 2020. 0000449251 NOTE: Such other business as may properly come before the meeting or any adjournment thereof. B A R C O D E Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence #


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Reserved for Broadridge Internal Control Information NAME THE COMPANY NAME INC.—COMMON THE COMPANY NAME INC.—CLASS A THE COMPANY NAME INC.—CLASS B THE COMPANY NAME INC.—CLASS C THE COMPANY NAME INC.—CLASS D THE COMPANY NAME INC.—CLASS E THE COMPANY NAME INC.—CLASS F THE COMPANY NAME INC.—401 K 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 0000449251_4 R1.0.1.18 THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence #

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