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 26, 2023
ADTRAN Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41446 | 87-2164282 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 901 Explorer Boulevard Huntsville, Alabama |
35806-2807 | |||
| (Address of Principal Executive Offices) | (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):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of exchange on which registered | ||
| Common Stock, Par Value $0.01 | ADTN | The NASDAQ Global Select Market |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendment to Ulrich Dopfer’s Employment Agreement and Effectiveness of Christoph Glingener’s Employment Agreement Amendment
On May 26, 2023, ADVA entered into an amendment (the “Dopfer Amendment”) to its employment agreement, dated January 28, 2015, as previously amended (the “Employment Agreement”), with Mr. Ulrich Dopfer, the Company’s Chief Financial Officer and a member of the management board of ADVA. The Dopfer Amendment extends the term of the Employment Agreement through December 31, 2024. It further provides that Mr. Dopfer will receive an annual base salary (“Base Salary”) of $410,000 commencing May 1, 2023. In addition, Exhibit 1 to the Dopfer Amendment provides that Mr. Dopfer will be eligible to receive an annual incentive cash bonus tied to quarterly revenue and adjusted earnings before interest and taxes (“Adjusted EBIT”) targets set by the Company on a quarterly basis, a one-time integration bonus tied to certain synergy savings targets and related individual goals, and a combination of time-based restricted stock units and performance stock units (with the performance objectives of such performance stock units to be based on the Company’s relative total shareholder return and Adjusted EBIT over three-year performance periods). Mr. Dopfer’s total annual remuneration is capped at €2,800,000.
The Dopfer Amendment was executed following ADVA’s general meeting of shareholders held on May 24, 2023. At such meeting, ADVA’s shareholders approved an adjustment to its management board compensation system as a result of the Domination and Profit and Loss Transfer Agreement between the Company and ADVA. As a result of the shareholders’ approval of the management board compensation system, the seventeenth amendment to ADVA’s employment agreement with Mr. Glingener (previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on April 3, 2023) (the “Glingener Amendment”) also became effective. Exhibit 1 to the Glingener Amendment, a copy of which is filed as Exhibit 10.3 to this Form 8-K, sets forth the approved remuneration arrangements, which are consistent with the types of incentive awards that Mr. Dopfer is eligible to receive, as described above. Mr. Glingener’s total annual remuneration is capped at €2,900,000.
The foregoing description of the Dopfer Amendment and the Glingener Amendment, including the exhibits to each such amendment, is not complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed herewith as Exhibit 10.1 through 10.3 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. |
Description | |
| 10.1* | Eighth Amendment, dated May 26, 2023, including Exhibit 1 thereto, to the Employment Agreement by and between ADVA Optical Networking SE and Ulrich Dopfer | |
| 10.2 | Seventeenth Amendment, dated March 28, 2023, to the Employment Agreement by and between ADVA Optical Networking SE and Christoph Glingener (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 3, 2023) | |
| 10.3* | Exhibit 1 to the Seventeenth Amendment, dated March 28, 2023 and executed May 31, 2023, to the Employment Agreement by and between ADVA Optical Networking SE and Christoph Glingener | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. | |
| * | Certain identified information has been excluded from these exhibits because it is not material and is the type of information that the Company customarily and actually treats as private and confidential. Redacted information is indicated by [***]. |
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.
| Date: June 1, 2023 | ADTRAN Holdings, Inc. | |||||
| By: | /s/ Ulrich Dopfer | |||||
| Ulrich Dopfer | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
* CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied
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Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied
| 2. Extension of Term |
2. Verlängerung der Laufzeit | |
| 2.1 In accordance with the above-mentioned resolution of the Supervisory Board, the Officer’s Employment Agreement shall be extended until December 31, 2024. |
2.1 Dem oben erwähnten Beschluss des Aufsichtsrats entsprechend wird der Dienstvertrag mit dem Vorstandsmitglied hiermit bis zum 31. Dezember 2024 verlängert. | |
| 2.2 The Employment Agreement will end with the expiry of December 31, 2024, without any formal notice being necessary. |
2.2 Der Dienstvertrag endet, ohne dass es einer Erklärung einer der Vertragsparteien bedarf, mit Ablauf des 31. Dezember 2024. | |
| 3. Remuneration System |
3. Vergütungssystem | |
| Sections 3.1 and 3.2 of the Employment Agreement are amended and restated as follows: | Die Ziffern 3.1 und 3.2 des Dienstvertrags werden wie folgt geändert und neu formuliert: | |
| 3.1 With regard to the domination and profit and loss transfer agreement now being in place between the Company as the controlled entity and ADTRAN Holdings, Inc. as the controlling entity and it being envisaged that the Officer shall assume responsibilities also with ADTRAN Holdings, Inc., the Company’s remuneration system for the members of the management board is currently being adjusted. The new remuneration system will be presented to the Company’s general meeting on May 24, 2023. Subject to the approval of the remuneration system by the Company’s general meeting, the Officer shall get a remuneration as follows: |
3.1 Im Hinblick auf den Beherrschungs- und Gewinnabführungsvertrag, der jetzt zwischen der Gesellschaft als beherrschtem Unternehmen und ADTRAN Holdings, Inc. als beherrschendem Unternehmen besteht und der nun bestehenden Absicht, , dass das Vorstandsmitglied auch Verantwortung bei der ADTRAN Holdings, Inc. übernehmen soll, wird derzeit das Vergütungssystem der Gesellschaft für die Mitglieder des Vorstands angepasst. Das neue Vergütungssystem wird der Hauptversammlung der Gesellschaft am 24. Mai 2023 vorgestellt. Vorbehaltlich der Billigung des Vergütungssystems durch die Hauptversammlung der Gesellschaft erhält das Vorstandsmitglied eine Vergütung wie folgt: | |
| a) As remuneration for his activities, the Officer shall receive a fixed yearly base salary (“Base Salary”), commencing May 1, 2023, in the amount of USD 410.000,00. The Base Salary shall be payable in general in twenty-four (24) equal instalments one in the middle and one at the end of each month. |
a) Als Vergütung für seine Tätigkeit erhält das Vorstandsmitglied ab dem 1. Mai 2023 ein festes jährliches Grundgehalt (“Grundgehalt”) in Höhe von USD 410.000,00. Das Grundgehalt ist grundsätzlich in vierundzwanzig (24) gleichen Raten zu zahlen, eine in der Mitte und eine am Ende jedes Monats. | |
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Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied
| b) Commencing January 1, 2023 for his position as a Chief Officer of the Company, respectively May 1, 2023 for his additional position as Chief officer of ADTRAN Holdings, Inc., the Officer may receive yearly annual and/or long-term fixed or variable bonuses, as well as certain equity awards as set out in the attached Exhibit 1. |
b) Ab dem 1. Januar 2023 für seine Position als Vorstandsmitglied der Gesellschaft, beziehungsweise ab dem 1. Mai 2023 für seine Position als Vorstandsmitglied der ADTRAN Holdings, Inc., kann das Vorstandsmitglied jährliche und/oder langfristige feste oder variable Boni sowie bestimmte Aktienprämien erhalten, wie in der beigefügten Anlage 1. | |
| 3.2 Should the Company’s general meeting not approve the new remuneration system, the Officer is entitled to the Base Salary set out in Section 3.1 a) and any other remuneration currently agreed in accordance with the Company’s remuneration system approved by the Company’s general meeting on May 19, 2021. |
3.2 Sollte die Hauptversammlung der Gesellschaft das neue Vergütungssystem nicht genehmigen, hat das Vorstandsmitglied Anspruch auf das unter Ziffer 3.1 a) festgelegte Grundgehalt und jede andere derzeit vereinbarte Vergütung gemäß dem von der Hauptversammlung der Gesellschaft am 19. Mai 2021 genehmigten Vergütungssystem der Gesellschaft. | |
| 4 Miscellaneous |
4. Sonstiges | |
| 4.1 All other provisions of the existing Employment Agreement, including all subsequent amendments, shall apply without change. |
4.1 Im Übrigen findet der bestehende Dienstvertrag einschließlich aller nachfolgenden Änderungen und Ergänzungen unverändert Anwendung. | |
| 4.2 Modifications of this Agreement require written form. This shall also apply to the amendment of this clause requiring written form. |
4.2 Änderungen dieses Vertrages bedürfen der Schriftform. Dies gilt auch für die Abänderungen dieser Schriftformklausel. | |
| 4.3 The German version will be authoritative for the interpretation of this Amendment. |
4.3 Für die Auslegung dieses Vertrages ist die deutsche Fassung maßgeblich. | |
| München, 26. Mai 2023 | ||
| /s/ Prof. Dr. Johanna Hey | /s/ Ulrich Dopfer | |
| Prof. Dr. Johanna Hey | Ulrich Dopfer | |
| Chairwoman of the Supervisory Board | ||
3
Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied
Exhibit 1 / Anlage 1
EXHIBIT 1
to Amendment to Officer’s Employment Agreement of Ulrich Dopfer as of May 26, 2023
Ulrich Dopfer shall receive the following Variable Remuneration starting May 1, 2023:
/
ANLAGE 1
zur Dienstvertragsänderung für Vorstandsmitglied Ulrich Dopfer vom 26. Mai 2023
Ulrich Dopfer erhält die folgende Variable Vergütung beginnend am 1. Mai 2023:
| 1. | Annual Target Incentive Cash Bonus: |
Cash bonus of 60% of Base Salary in the amount of $246.000 (€229.907) depending on Adtran’s 1) Adjusted EBIT and 2) with simultaneous achievement of a minimum threshold for the revenue of the Adtran Group. The targets are set and reviewed quarterly. The actual payout may be between 0% to 200% of target based on achievement.
| 2. | Annual Grant time-based RSUs: |
RSUs in an amount of $164.000 (€153.271) with 25% vesting on each of the first four anniversaries of the grant date settled through delivery of one Adtran share of common stock for each vested RSU conditioned upon an existing employment relationship on the applicable vesting date. The grants are subject to an exercise profit limitation (Cap) in case of a value increase to 300% between disbursement and conversion, taking into consideration all RSUs allocated within a tranche for Uli Dopfer’s grant beyond $492.000.
| 3. | Annual Grant market-based PSU: |
PSUs in an amount of $164.000 (€153.271) with payout based on Adtran’s relative Total Shareholder Return (TSR) performance compared to the Nasdaq Telecommunications Index over a 3-year performance period, from May 24, 2023 to May 24, 2026. Depending on Adtran’s relative TSR over the performance period, Uli Dopfer may earn from 0% of the target number of market-based PSUs if the relative TSR performance is not at least equal to the 20th
4
Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied
percentile of the peer group, and 150% of the target number of market-based PSUs if the relative TSR performance of Adtran equals or exceeds the 80th percentile of the peer group, based on the sliding scale where approximately 2.5% of the target award is earned for each 1 percentile increase up to 100% of the target award and then approximately 1.67% of the target award is earned for each 1 percentile increase up to 150% of the grant. The recipients of the market-based PSUs under the award agreements receive dividend credits in cash based on the shares of common stock underlying the market-based PSUs. The grants are subject to an exercise limitation in case of achievement of the 150% TSR maximum target and a share value increase to 200% between disbursement and conversion, taking into consideration all PSUs allocated within a tranche (Cap) for Uli Dopfer’s grant beyond $492.000.
| 4. | 3-Year Plan PSU: |
PSUs in an amount of $1.000.000 (€934.579) for delivery of Adtran shares and disbursement of dividend credits in cash with a payout based on achievement of Adtran’s Adjusted EBIT of $[***] million following a 3-year performance period. The grants are subject to an exercise limitation in case of a share value increase to 200% of the originally allocated PSUs between disbursement and conversion, taking into consideration all PSUs originally allocated (Cap) for Uli Dopfer’s grant beyond $2.000.000.
| 5. | 2-Year Integration One-Time Bonus: |
One-Time Bonus in an amount of $410.000 (€383.178) with 50% for delivery of performance-based PSUs (max. 66% of Base Salary) for delivery of Adtran shares and disbursement of dividend credits in cash and with 50% for payment in cash (max. 66% of Base Salary) leading to a combined payout between 0% and 132% max of Base Salary depending on synergy savings thresholds/targets and related individual goals. The grants are subject to the Integration Bonus Plan and the below individual objectives as well as an exercise limitation of the maximum target and a share value increase to 200% between disbursement and conversion (Cap) for Uli Dopfer’s grant beyond $820.000.
5
Amendment to Officer’s Employment Agreement – Dienstvertragsänderung für Vorstandsmitglied
Individual Objectives for Uli Dopfer:
Exhibit B
ADTRAN Holdings, Inc.
Integration Bonus Objectives - Uli Dopfer
| Key Objective | Measures | Target | Definition / Data Source | Percentage of Target Bonus | ||||
|
HCM implementation with go-live by May 2023 |
[***] | [***] | Workday | 35% | ||||
| Implement SAP Central Finance and Group Consolidation to become the central tools for external financial reporting and consolidation as per defined plan | [***] | [***] | SAP | 35% | ||||
| Human Resources —NPS for employee satisfaction and engagement improved over integration period | [***] | [***] | Documented survey results | 30% | ||||
| 6. | Car Allowance: |
A car allowance is no longer granted.
| 7. | Annual Maximum Remuneration Cap: |
The Jährliche Maximalvergütung/Annual maximum remuneration cap for Uli Dopfer is EUR 2.800.000.
“Adjusted EBIT”
The term “Adjusted EBIT” is the EBIT shown in the audited financial statements of Adtran, adjusted by restructuring costs, acquisition-related costs, amortizations of intangible assets, costs for share-based compensation, non-cash changes in the value of investments within the framework of the Deferred Compensation Plan, and other exceptions established in the individual case. However, according to the VICC, other key figures can also be used as performance criteria.
The variable remuneration described in this document is subject to rules from the applicable plans and programs of the Adtran Group, including, without limitation, the ADTRAN HOLDINGS, INC. AMENDED AND RESTATED VARIABLE INCENTIVE COMPENSATION PLAN (VICC), the Adtran 2020 Employee Stock Incentive Plan and any other plan and its respective amendments where applicable.
| /s/ Ulrich Dopfer | /s/ Prof. Dr. Johanna Hey | |
| Ulrich Dopfer | Prof. Dr. Johanna Hey | |
| Chief Financial Officer | Chairwoman of the Supervisory Board | |
6
Exhibit 10.3
* CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].
EXHIBIT 1
to Amendment to Officer’s Employment Agreement of Christoph Glingener as of March 28, 2023
Christoph Glingener shall receive the following Variable Remuneration starting January 1, 2023:
/
ANLAGE 1
zur Dienstvertragsänderung für Vorstandsmitglied Christoph Glingener vom 28. März 2023
Christoph Glingener erhält die folgende Variable Vergütung beginnend am 1. Januar 2023:
| 1. | Annual Target Incentive Cash Bonus: |
A cash bonus of 60% of Base Salary in an amount of €196.262 ($210.000) depending on Adtran’s 1) Adjusted EBIT and 2) with simultaneous achievement of a minimum threshold for the revenue of the Adtran Group. The targets are set and reviewed quarterly. The actual payout may be between 0% to 200% of target based on achievement.
| 2. | Annual Grant time-based RSUs: |
RSUs in an amount of €130.841 ($140.000) with 25% vesting on each of the first four anniversaries of the grant date settled through delivery of one Adtran share of common stock for each vested RSU conditioned upon an existing employment relationship on the applicable vesting date. The grants are subject to an exercise profit limitation (Cap) in case of a value increase to 300% between disbursement and conversion, taking into consideration all RSUs allocated within a tranche for Christoph Glingener’s grant beyond $420.000.
| 3. | Annual Grant market-based PSU: |
PSUs in the amount of €130.841 ($140.000) with payout based on Adtran’s relative Total Shareholder Return (TSR) performance compared to the Nasdaq Telecommunications Index over a 3-year performance period, from May 24, 2023, to May 24, 2026. Depending on Adtran’s relative TSR over the performance period, Christoph Glingener may earn from 0% of
the target number of market-based PSUs if the relative TSR performance is not at least equal to the 20th percentile of the peer group, and 150% of the target number of market-based PSUs if the relative TSR performance of Adtran equals or exceeds the 80th percentile of the peer group, based on the sliding scale where approximately 2.5% of the target award is earned for each 1 percentile increase up to 100% of the target award and then approximately 1.67% of the target award is earned for each 1 percentile increase up to 150% of the grant. The recipients of the market-based PSUs under the award agreements receive dividend credits in cash based on the shares of common stock underlying the market-based PSUs. The grants are subject to an exercise limitation in case of achievement of the 150% maximum target and a share value increase to 200% between disbursement and conversion, taking into consideration all PSUs allocated within a tranche (Cap) for Christoph Glingener’s grant beyond $420.000.
| 4. | 3-Year Plan PSU: |
PSUs in an amount of €934.579 ($1.000.000) for delivery of Adtran shares and disbursement of dividend credits in cash with a payout based on achievement of Adtran’s Adjusted EBIT of $[***] million following a 3-year performance period. The grants are subject to an exercise limitation in case of a share value increase to 200% of the originally allocated PSUs between disbursement and conversion, taking into consideration all PSUs originally allocated (Cap) for Christoph Glingener’s grant beyond $2.000.000.
| 5. | 2-Year Integration One-Time Bonus: |
One-Time Bonus in an amount of €431.776 ($462.000) with 50% for delivery of performance-based PSUs (max 66% of Base Salary) for delivery of Adtran shares and disbursement of dividend credits in cash and with 50% for payment in cash (max 66% of Base Salary) leading to a combined payout between 0% and 132% max of Base Salary depending on synergy savings thresholds/targets and related individual goals. The grants are subject to the Integration Bonus Plan and the below individual objectives as well as an exercise limitation of the maximum target and a share value increase to 200% between disbursement and conversion (Cap) for Christoph Glingener’s grant beyond $924.000.
Individual Objectives for Christoph Glingener:
Exhibit B
ADTRAN Holdings, Inc.
Integration Bonus Objectives – Christoph Glingener
| Key Objective | Measures | Target | Definition / Data Source | Percentage of Target Bonus | ||||
| Fully integrated IT landscape (PDM) and way-of- working in the CTO team (processes and tools) | [***] | [***] | Acknowledgement of achievement by the overall IT project lead | 34% | ||||
| Keep the technology team engaged and motivated | [***] | [***] | NPS Survey results of full team in 2H ‘24 | 33% | ||||
| Consolidate engineering sites and related spend | [***] | [***] | Compare with amount of sites of January 2023 provided by Finance | 33% | ||||
| 6. | Annual Maximum Remuneration Cap: |
The Jährliche Maximalvergütung/Annual maximum remuneration cap for Christoph Glingener is EUR 2.900.000.
“Adjusted EBIT”
The term “Adjusted EBIT” is the EBIT shown in the audited financial statements of Adtran, adjusted by restructuring costs, acquisition-related costs, amortizations of intangible assets, costs for share-based compensation, non-cash changes in the value of investments within the framework of the Deferred Compensation Plan, and other exceptions established in the individual case. However, according to the VICC, other key figures can also be used as performance criteria.
The variable remuneration described in this document is subject to rules from the applicable plans and programs of the Adtran Group, including, without limitation, the ADTRAN HOLDINGS, INC. AMENDED AND RESTATED VARIABLE INCENTIVE COMPENSATION PLAN (VICC), the Adtran 2020 Employee Stock Incentive Plan and any other plan and its respective amendments where applicable.
| May 30, 2023 | May 31, 2023 | |||
| /s/ Dr. Christoph Glingener | /s/ Prof. Dr. Johanna Hey | |||
| Dr. Christoph Glingener | Prof. Dr. Johanna Hey | |||
| CEO | Chairwoman of the Supervisory Board | |||