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): February 8, 2016
ADTRAN, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-24612 | 63-0918200 | ||
| (State of Incorporation) | (Commission file number) |
(I.R.S. Employer Identification Number) |
901 Explorer Boulevard,
Huntsville, Alabama 35806-2807
(Address of principal executive offices, including zip code)
(256) 963-8000
(Registrant’s telephone number, including area code)
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 Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 8, 2016, the Board of Directors appointed Anthony Melone as a director to serve until the 2016 Annual Meeting of Stockholders, filling a previously existing vacancy. The Board of Directors expects to appoint Mr. Melone 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. Melone will be eligible to receive ADTRAN’s standard annual compensation for non-employee directors, as has been previously disclosed. Accordingly, Mr. Melone 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. Melone and any other persons pursuant to which Mr. Melone 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. Melone 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated February 9, 2016 | |
SIGNATURES
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 February 11, 2016.
| 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) | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated February 9, 2016 | |