Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 6, 2022, ADTRAN, Inc., a Delaware corporation (the “Company”), held a
special meeting of its stockholders (the “Special Meeting”). At the Special
Meeting, a total of 42,069,014 (85.68%) of the Company’s issued and outstanding
shares of common stock held of record as of November 16, 2021, the record date
for the Special Meeting, were present either in person (by virtual presence
online at the virtual Special Meeting) or by proxy, which constituted a quorum.
The Company’s stockholders voted on the following proposals at the Special
Meeting, each of which is described in more detail in the Company’s definitive
proxy statement/prospectus filed with the Securities and Exchange Commission
(the “SEC”) on December 2, 2021, as amended and supplemented to date (the “Proxy
Statement”). Each of the proposals was approved at the Special Meeting. The
final vote tabulation for each proposal is set forth below.
Proposal 1 – Business Combination
To adopt the Business Combination Agreement, dated as of August 30, 2021, by and
among the Company, Acorn HoldCo, Inc., Acorn MergeCo, Inc., and ADVA Optical
Networking SE, pursuant to which, among other things, ADTRAN, Inc. and ADVA
Optical Networking SE agreed to combine their businesses through a merger and an
exchange offer, respectively, and become subsidiaries of Acorn HoldCo, Inc. (the
For Against Abstain Broker Non-Votes 41,731,502 43,891 293,621 0
Proposal 2 – Advisory Vote Regarding Compensation of the Company’s Named
To approve, on a non-binding advisory basis, the compensation that may become
payable to the Company’s named executive officers in connection with the
Business Combination, as disclosed in the Proxy Statement.
For Against Abstain Broker Non-Votes 41,167,232 615,583 286,199 0
Item 7.01 Regulation FD Disclosure.
On January 6, 2022, the Company issued a press release announcing the results of
the Special Meeting. A copy of the press release is attached as Exhibit 99.1
hereto and incorporated by reference herein.
The information in this Item 7.01, and in Exhibit 99.1 attached hereto, shall
not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press release, dated January 6, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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